Cherry and Atticus Meet the Care Bears
by PerkyGoth14
Summary: Cherry and Atticus get into an argument with each other and it puts a heavy strain on their relationship. They are then sent to go on a quest to help a couple of kids who have their own friendship troubles and run into the creatures known as The Care Bears who come to help them out, especially with a lonely boy who has never had a friend in his whole life.
1. Chapter 1

**A/N: Before anyone asks, this story takes place during the middle school arc, so Cherry and Atticus are 12 here. Read & Review. Bye.**

* * *

It seemed to be a normal day as it was a time after school. Many students were at the video game arcade together, such as Cherry and Atticus as they seemed to be playing a fighting game together with them as a team against the big bad guy as it seemed like they were close to beating the game.

"You guys are so close!" Harvey beamed to them. "If you beat this guy, you'll beat the old record and high score and even get your names on the Video Game Hall of Fame!"

"Oh, you better believe it." Atticus told him.

"And we know just how to take down this baddie." Cherry smirked.

"Strength!/Magic!" Atticus and Cherry proclaimed together before looking to each other. "What?!"

"Um, Atticus, I've been playing this game longer than you have," Cherry smirked. "I think magic is the more efficient way to take down this beast rather than using brawn over brain."

"No way! We need to take down the baddie with brute strength; trust me, strength is the answer." Atticus disagreed.

"Magic." Cherry glared.

"Strength." Atticus glared back.

"Magic!"

"Strength!"

"Guys! You're gonna lose the game!" Sabrina gasped.

Cherry and Atticus kept arguing until they seemed to be pushing and shoving each other, and where unfortunately, the baddie killed their characters, causing a game over.

"NOOOOO!" Cherry and Atticus cried out.

The crowd soon left, minus Mo, Sabrina, and Harvey.

"Tough break, guys, you almost had it." Harvey said.

"This is all your fault!" Cherry glared to Atticus. "If you let me use my magic spell combo, we could've won!"

"Me?! If you had just let me use my strength combo, we could've won!" Atticus glared back.

"Are they actually arguing?" Sabrina asked.

"Looks like it." Harvey replied.

Cherry shoved Atticus a bit.

"Doesn't work... Unlike this." Atticus glared before shoving Cherry back, making her fly into the wall.

Cherry grunted before glaring as she got out of the hole that was now in the wall. "You wanna fight dirty? Let's fight dirty."

"Oh, this can not end well." Mo moaned as she covered her eyes.

Cherry and Atticus soon broke out into a fight cloud together as the others backed up a bit, feeling scared and worried as they were right out attacking each other instead of being best friends.

* * *

A certain warlock seemed to be watching this on his crystal ball with his silent friend, he was not as well known to them in this story as he was in other stories, and he saw that he had to do something about this, as there was more to him than being Head of the Witch's Council and Sabrina's aunt's ex-boyfriend around the time of middle school.

"Send those two in my office." Drell demanded.

Skippy nodded and soon walked off to carry out his demands to send a message.

* * *

"Guys! Stop fighting!" Sabrina begged. "Let's just go to my house and have some ice cream!"

"Yeah, ice cream, it makes everything better, right?" Mo asked.

Cherry and Atticus continued to growl at each other a bit.

* * *

Eventually, they were at Sabrina's house and the blonde witchling decided to get some ice cream for her and her friends to cool things down between the two best friends who almost never fought, and today of all days, they had.

Patch smiled as he decided to go and see Salem. "Hey, Salem."

"Hey, Patch," Salem said. "Did you get to make it in the arcade with the others?"

"I hid inside Atticus's bag..." Patch replied. "Say, if there's a spell to turn you human, why don't you use it?"

"'Cuz the Witch's Council will be on my tail for trying to get out of my sentence." Salem rolled his golden eyes.

"Oh, right," Patch said. "Anyway, we had to leave for ice cream."

"Sounds good," Salem replied. "Ice cream makes everything better."

Cherry soon sprayed whipped cream for herself, Mo, and Sabrina until the can seemed to be stuck as she tried to spray some for Atticus only for it to splatter all over his face. "Oops..." she then said.

"You did that on purpose, didn't you?" Atticus asked.

"No," Cherry said before smirking as she sprayed some more whipped cream in his face. "Now that was on purpose."

"Okay, let's take it easy a bit..." Mo said nervously.

"Vengeance!" Atticus called out, taking out his spoon, flinging it back and springing some ice cream in Cherry's face.

"Stop it!" Sabrina cried out. "You guys are best friends!"

Atticus and Cherry kept glaring at each other before they started to fight again. The others backed up a bit as the two best friends got into another fight. The toaster soon popped which showed a note from The Other Realm rather than toast or a Pop-Tart.

"What'd I do this time?" Sabrina complained since those notes usually came for her, being a witch-in-training and all. She soon saw that the note wasn't for her this time.

"Who's it for then?" Mo asked.

"Cherry and Atticus have to go in Drell's office right now." Sabrina replied.

"I'm not moving!" Cherry said as she managed to sit on top of Atticus. "Not until this idiot apologizes to me."

"For what?" Patch asked as he walked in. "And why is Atticus sitting on you?"

"Magic." Cherry glared.

"Strength." Atticus glared back.

"Magic!"

"Strength!"

The others sighed as the two kept on arguing, rolling around on the kitchen floor together now.

"Guys! Drell wants to see the both of you." Sabrina told Atticus and Cherry.

"Tell him to get us later!" Cherry glared. "Not until this bozo apologizes!"

"I'm not apologizing until you apologize!" Atticus glared back.

"You can't see him later!" Salem told them. "If Drell wants to see you now, he means now!"

"So you better get up and get to his office." Patch said.

Cherry and Atticus kept glaring to each other, and soon, they came into the warlock's office's waiting room as they saw fog on the ground, but other than that, it seemed like a normal office, though a bit dark and depressing.

* * *

"I don't like this place, it reminds me of the principal's office." Cherry groaned.

"Except it doesn't have fog on the ground." Atticus said.

"It's so dark and depressing." Cherry replied.

"Just like you!" Atticus smirked.

"Hey!" Cherry glared.

The door soon cracked open to show Drell's secretary.

"Drell will see you now." The woman smiled sweetly and patiently.

Atticus and Cherry soon walked into Drell's office to see what he wanted. The warlock was shown to be hard at work at his paperwork before they stepped in and he looked up to see them before lowering his hand to tell them to sit down in front of him.

"Magic." Cherry grumbled.

"Strength." Atticus retorted.

"Ah, yes, thank you both for coming," Drell said as they seemed to be too wrapped up in their argument to pay any real attention to him. "It has come to my attention that you two are having a bit of a disagreement, and I know you two value your friendship, but... I'm not the right person to-"

"Strength." Cherry smirked.

"Magic!" Atticus replied until he caught what he said.

"Ha!" Cherry smirked.

"Hey! You tricked me!" Atticus glared at Cherry.

Cherry laughed.

"SILENCE!" Drell snapped, making his voice echo a bit.

Cherry and Atticus shivered before ducking as Drell zapped lightning from his fingertip and it went out the door, making his secretary scream in horror which made them both feel scared.

"Now that I have your attention... You two need to learn a lesson in friendship..." Drell replied. "Which is why I'm sending you two on a quest because there are some kids who are in need of help themselves."

"Okay, and when would we be leaving for the quest?" Atticus asked.

"I think right now would be a good idea." Drell replied firmly.

Cherry then poked Atticus only for him to hit her hand before they began to attack each other.

"Yes... Right now's a good idea... You two need to remember what it's like to be friends!" Drell told them. "And you are going NOW!"

"Yes, sir!" Atticus and Cherry yelped before running off.

"Maybe that'll put an end to their silly little argument." Drell mumbled to himself.

"He's just messing with us, right?" Cherry said nervously. "He wouldn't really hit us with that lightning, would he?"

"Gah... It's that lady's teeth..." Atticus shuddered, finding some teeth left behind in the waiting room which had been tilted a bit and torn upside down from Drell's outburst earlier to scare them straight.

"Maybe we should get to the quest and fast." Cherry said.

They soon ran off together, agreeing with each other for once.

"And I believe that you guys can help them... Those kids need each other..." Drell said before looking to his crystal ball as it showed a cloudy paradise, though it was not Heaven, it was a place known as Care-A-Lot.

* * *

Cherry and Atticus wandered around together, wondering where to go, but a couple of kids were shown to be wandering as well, but they were by themselves and didn't seem to have any adults with them.

"Those must be them." Atticus said.

"They're wandering kids on their own." Cherry replied.

"So are we?" Atticus reminded.

"We're always wondering on our own," Cherry rolled her eyes. "We used to be orphans."

Atticus glanced from that before the two kids soon saw them and the younger boy hid behind the older girl, feeling nervous.

"We might as well greet them." Atticus told Cherry.

"I can be social." Cherry replied.

"No one said you couldn't... But would it kill you to smile?" Atticus replied.

"Actually, yes, it would." Cherry narrowed her eyes.

"Just try to smile." Atticus said.

Cherry glanced at him.

"Or not..." Atticus sighed. "Elvira: Mistress of the Dark."

Cherry let out a small growl from that.

"Hey." Atticus smiled, coming toward the kids.

"Uh... Hi." The girl blinked.

"I'm Atticus Fudo and the perky goth is Cherry Butler." Atticus introduced.

"My name's Kim, and this is my little brother, Jason." The girl soon said.

"Good to meet ya." Atticus smiled politely while Cherry stuck her tongue out a bit.

"Why are you kids out here by yourselves?" Cherry asked.

However, before anything could be said or done from that, there was a crashing heard.

"What was that?!" Cherry asked.

"Whatever it is, we better go check it out." Atticus suggested.

"Might be a good idea." Cherry said.

They came over to a tree as it looked like a car made out of clouds had crashed into it before it poofed away into nothing, showing a couple of bears that looked like living teddy bears of different colors. One bear then whispered to the other.

"No, Secret Bear, I don't think it was the Cloudmobile's fault," The other bear replied before the first bear nudged her to make her turn around to see that they had company. "Hi! I'm Friend Bear and this is Secret Bear. We're Care Bears!"

"Um, hi, I'm Atticus and these are Cherry, Kim, and Jason." Atticus introduced.

"What do _you_ want?" Jason asked, a bit rudely.

"Only to be your friends!" Friend Bear beamed.

Kim and Jason soon turned away from the Care Bears and decided to not be friends with them.

"You don't want to be their friends?" Atticus asked Kim and Jason.

"Nope." The kids replied as they walked off.

"Well, we gave it a shot." Cherry said as she went to go home herself.

"Cherry, we can't go home yet." Atticus said.

"Just try and stop me." Cherry replied.

Atticus pulled her back a little to take her to Kim and Jason, though he could see that the kids looked a little sad and lonely.

"Everyone needs friends, Jason!" Friend Bear called out to the young boy. "Even you and Kim! Like Cherry and Atticus over here."

The two best friends gasped as these bears somehow knew their names.

"We're not your friends." Kim huffed.

"How do you know our names?" Jason asked.

"We know a lot of things about you," Friend Bear smiled. "Kim reads a lot of books and wants to be a nurse when she grows up. And Jason, you wanna be a jet pilot. Atticus, you wanna be a detective, and Cherry, you wanna be a famous author someday."

"Okay, that's creepy." Cherry said.

"How did you know that?" Jason asked the Care Bears.

"Friends are supposed to know about each other's hopes and dreams!" Friend Bear smiled to them.

Secret Bear soon whispered something to her.

"Secret Bear says not to worry," Friend Bear then told the four. "No one can keep secrets like Secret Bear."

"That's good to know." Atticus said.

Secret Bear even zipped her mouth shut to show them. Atticus laughed a little from that.

"Well, I'll tell you what we know about people we care for," Jason glared bitterly. "They always let you down."

"So we'd rather not have any friends!" Kim added.

'Whoa, these kids haven't had the greatest friendship experience.' Cherry thought to herself.

"Don't trouble yourselves!" Kim huffed as she walked off with Jason.

"Well, that was a bust," Cherry said, walking off. "Come on, Atticus, let's go home and have some root beer floats. Your treat."

"No." Atticus said.

"What? Why not?" Cherry asked.

"Cherry, we were asked to complete this mission, and we're going to." Atticus replied.

Cherry narrowed her eyes at him.

"If we don't complete this mission, Drell is going to be really mad at us." Atticus told her.

Cherry let out an agitated growl.

"Need I remind you that this guy is the most powerful man in the universe?!" Atticus reminded.

"Oh... Fine!" Cherry replied. "I'll stay."

"Good." Atticus nodded firmly.

"You're not the boss of me." Cherry mumbled.

"No, but Drell is..." Atticus replied. "Remember? He decided to make us his personal students."

"Yes, I remember." Cherry grumbled as that seemed to be an annoying factor in her life.

"So, if we fail this mission, we'll be punished." Atticus said.

"Oh, what can he do?" Cherry smirked. "My life can't possibly get any worse."

"I'd rather not find out..." Atticus said nervously.

"Well, these kids are hopeless," Cherry shrugged. "And these bear things are creeping me out."

"We have to complete this mission." Atticus told her.

"You do that, I'm on my way out of here." Cherry told him.

"Cherry!" Atticus cried out.

* * *

Cherry hummed to herself as she kept walking off on her own.

"Where do _you_ think _you're_ going?" Drell asked as he appeared on a park bench she passed by.

"Gah! How did _you_ get here?" Cherry yelped from seeing him.

"I'm always watching you two..." Drell replied.

"Well, I'm going off on my own and you can't stop me." Cherry said.

"You're gonna back out of an assignment I gave you?" Drell replied.

"Yes." Cherry said.

Drell soon began to laugh at her.

"Why is that funny?" Cherry asked.

"Because now I'll have to turn you into a toad!" Drell laughed before he soon used his magic to do just that.

"You know what; I just decided to do the assignment after all." Cherry said.

"That's what I thought." Drell crossed his arms.

"Do you spy on us...?" Cherry asked nervously.

"I think this adventure would be good for you kids because the Care Bears can help heal a broken friendship." Drell replied whimsically.

"Sure, if you say so." Cherry said.

Drell soon changed her back to normal. Cherry blinked and sighed in relief.

"If you or Atticus so much as leave a place I send you to, I will turn you into a toad, are we good?" Drell asked.

"Erm... Yes?" Cherry replied as she went to find Atticus and the others, but she seemed to get a little lost. "Um, now which way did I come from?"

Drell glanced toward her.

"Uh... Atticus? Care Bears? Anyone?!" Cherry asked, wandering around before she soon seemed to find herself coming across an amusement park.

Cherry walked into the amusement park and wandered around, but she couldn't seem to find anybody that she knew. "Great, I've gotten myself lost." She groaned.

* * *

A cloud vehicle seemed to be floating by the roller-coaster with another bear inside of it.

"Another one of those bears?" Cherry glanced.

The bear soon landed behind a tree and peeked out as a young boy around Kim's age was shown to be coming out of a caravan as a man came out of an antique delivery truck.

"What's going on over there?" Cherry wondered as she walked over.

The boy soon grabbed a hold of a chest that was put down on the ground, but he had trouble moving it.

"Wuss..." Cherry muttered. "Atticus could probably balance that thing on his big giant head."

The boy was about to ask for help only for the truck to drive off without giving him a chance. "Thanks..." he then muttered in dismay as he grabbed a hold of the chest to get back into the caravan.

"I should probably help... Maybe..." Cherry said, sounding disinterested though. She soon thought what a friend would do. She soon walked over and helped pick up the heavy chest.

The boy blinked and looked over to her.

"Need a hand?" Cherry asked.

"Uh... Thanks..." The boy said to her.

Cherry nodded her head, but she didn't smile as she walked up to the caravan with the boy to move the chest, trying her best as she wasn't that strong, so they wobbled a little bit as a man was shown to be making a house of cards.

"Hey! Close the door!" The man glared a bit.

"Yes, sir, right after we put this chest down." Cherry said.

The man glanced at her impatiently. Cherry then kicked the door shut behind her since her hands were busy which soon made the man's house of cards fall on the table in a pile. The boy and Cherry soon wobbled a bit as the chest was heavy and they tried to set it down gently. The man sighed as his house of cards fell before he approached the two with a glare.

"Uh... Sorry about your house of cards?" Cherry said.

"Yeah, we didn't mean it." The boy added.

"Oh, you never mean it, Nicholas!" The man huffed. "I bought that trunk to use that junk for my magic act, and half of it's broken! Ugh... What am I going to do with you?"

"You're a magician?" Cherry asked.

"Yes, I am The Great Fettucini!" The man announced proudly like he was famous and well-known, but... Not to her.

"Never heard of ya." Cherry said.

"Have you no culture?!" Fettucini glared.

"Sorry, man, but I don't know you, and I'm a magician buff." Cherry replied.

"Oh, kids today..." Fettucini complained, not noticing a new Care Bear was at the door of the caravan as he scolded Nicholas. "Nicholas, every time I give you a simple task to do, it's boom! This... and Crash! That. It looks like you earned yourself a new helper."

"Wait, what?!" Cherry glared.

"Sorry, Mr. Fettucini." Nicholas frowned.

"Enough of your sorrys!" Fettucini glared. "Take that new trunk and see if there's anything I can use in my magic act! I have a show to put on." he then said, bit poshly before he soon walked off, leaving the two alone.

"Well, he sure seems like a chummy guy." Cherry said sarcastically.

"He's a handful alright." Nicholas had to agree.

"Why do you put up with him?" Cherry asked.

"Because my parents did, and now I have to." Nicholas replied.

"Wow." Cherry said.

"Sorry... I have to work now." Nicholas sighed.

"Perhaps, one day, I will teach you how to make an audience love you," Fettucini smirked as he sat in front of his mirror, looking at his reflection with high narcissism. "But right now, you're next to hopeless!"

"Kinda dark in here." Cherry commented.

"Here, I'll get that." Nicholas said as he lit a match to put on a lantern for light and warmth.

"That's better." Cherry said.

"What are you doing around here anyway?" Nicholas asked.

"I got lost, looking for my friend..." Cherry replied before rolling her eyes a bit. "If he even is still my friend anyway."

"Must be nice to have a friend." Nicholas said softly.

"Yeah, I guess..." Cherry shrugged, not noticing his slight sadness. "So, do you do any magic tricks?"

"I'm more of a helper to Mr. Fettucini than an actual magician..." Nicholas explained. "I just want to be special."

"Ah, you kids and your special wishes..." Cherry replied. "You want something, you gotta work for it."

Something soon came out of the chest.

"Hmm... I wonder what this is?" Cherry pondered, picking up the object before shrugging and putting it back until it suddenly glowed.

"I wish... I'd do anything to get people to like me." Nicholas sulked.

"I'm sure you will." Cherry said.

The book's garb seemed to melt off, showing itself to be a book and it had a woman's face on it. "Anything?" It then asked.

Nicholas and Cherry blinked before looking around.

"Nicholas..." The book called.

"Who's there?" Nicholas asked, not seeing anybody but Cherry. "Who said that?"

"Wasn't me," Cherry replied before joking. "Maybe it was the book."

"I did, and Nicholas, you did say anything?" The book asked.

"Whoa! I was just kidding!" Cherry blinked.

Nicholas yelped and soon fell into the chest by accident from his own shock.

"...Are you from the Netherworld?" Cherry asked as she looked around the book, picking it up a bit.

"I'm here to help Nicholas... Don't worry about where I came from..." The book replied mysteriously.

"Oh, yeah, that's definitely not a bad sign at all," Cherry rolled her eyes. "But as long as you're here to help Nicholas, then it's no skin off my nose."

"You're a very interesting little girl, aren't you?" The book replied.

"I am not little!" Cherry glared. "I just turned 12!"

The Care Bear who was hiding could tell that he would need to get some help very soon with the other Care Bears.


	2. Chapter 2

**_Meanwhile back with Atticus, Kim, Jason, Friend Bear and Secret Bear..._**

"So, you're Care Bears, and you came from a magical place called Care-A-Lot where you help kids who need help with friendship, support, and basically anything, and you're strong enough to take down dark forces if more of you are all together?" Atticus asked.

Secret Bear and Friend Bear nodded as all of that was true.

"Hmm... Interesting..." Atticus replied. "Wonder why Drell had me and Cherry meet you guys. I mean, we've been best friends since we were little kids in an orphanage."

"Maybe it was because of your fight in the arcade." Friend Bear frowned which caused Atticus to stop in his tracks.

"Oh, you know about that?" Atticus asked.

"We know just about everything," Friend Bear said while Secret Bear nodded. "We watch all children and help them, especially if they have a friendship problem like this."

Atticus looked back, a bit softly. "I guess it was a bit of a childish fight..." he then said. "I mean... It's only a game."

"It's not too late to apologize." Friend Bear smiled.

"Yeah, but the question is how I do I find Cherry when I don't know where she is?" Atticus asked.

But before Friend Bear or Secret Bear could say or whisper anything, they were soon transported away and to Care-A-Lot.

* * *

Care-A-Lot appeared to be a fluffy and cloudy world filled with more and more colorful and different Care Bears, it looked like something out of a children's storybook. Atticus, Kim, and Jason all looked rather surprised and overwhelmed.

"Oh, my stars, you brought visitors!" The pink Care Bear gasped. "What're they doing here?"

"We didn't bring them; they just came along," Friend Bear explained. "Someone brought us here."

"I knew it! Baby bear mischief." The slightly dark blue bear said firmly as he looked at a light blue baby bear and a light pink baby bear.

The baby bears looked a bit nervous as they were being blamed.

"What're we gonna do with the children?" The light blue bear wondered.

"I don't know, this has never happened before." The pink bear replied.

"Perhaps we can let them stay?" The yellow bear suggested.

"Hey! Could we say something?" Jason spoke up, making the bears look to them. "Where are we?"

"I'm guessing this is Care-A-Lot." Atticus remarked.

"You're right." The yellow bear smiled.

The bears soon got into a group to greet their visitors. Atticus gave a small smile back.

"We're the Care Bears!" The group soon announced to their visitors.

"_More_ friends...?" Kim and Jason asked, a bit overwhelmed at first.

"Welcome to Care-A-Lot!" The yellow bear announced.

"Can we have a tour of the place?" Atticus asked.

Kim glanced to him while Atticus gave an open-minded smile as she looked annoyed already.

"Okay, but we're not gonna like it." Jason said as Secret Bear tugged on his arm before taking Kim's arm and went off with her to explore Care-A-Lot up close.

Secret Bear smiled, wearing a hat and cane with a suit as they came to take a look around the magical world as the other Care Bears bowed to them on their way over.

_'This calls for a song.'_ Atticus thought to himself.

"I know you're thinking that nobody cares, You've got some feelings you don't want to share, But if your troubles stay all stuck inside, They are going to grow 'til they are too big to hide~," A voice sang as Secret Bear had the top hat low on her head before it then popped off and landed onto Jason's head, making Kim giggle to him. "I know you are trying to steer so clear of friends, You've had a few that have left you in the end, I gotta tell you it ain't always so, Somebody loves you who ain't gonna go~"

Secret Bear soon tried to get the door open by herself, but seemed to have trouble before the rest of the Care Bears began to help her. Atticus smiled as Care-A-Lot felt very peaceful and carefree so far. Kim and Jason looked curious until the doors soon opened up.

"So follow me and let me take you there, If you think nobody cares~" The voice continued to sing.

"Nobody cares~" The Care Bears sang together.

"Nobody cares like a bear~" The voice then sang.

Kim and one of the Care Bears soon opened one of the doors.

"You'll need a friend to get a big job done~" Friend Bear then sang to Kim.

"I guess sometimes two heads are better than one~" Kim sang back.

"You'll need friend to let your feelings free~" Friend Bear smiled as they rode down a rainbow like a slide together.

"Sure could use someone to talk to me~" Kim smiled back.

The kids began to have fun with the Care Bears. Secret Bear was then seen flying as Atticus laughed a little to himself.

"So make a friend and let me take you there, When you think nobody cares~" The voice sang.

"Nobody cares~" The Care Bears sang, forming a train as they slid on a rainbow to help Kim pull Secret Bear out of the clouds that she landed in.

"Nobody cares like a bear~" Atticus soon sang.

The purple bear soon brought over a present to the others. Kim and Jason opened up the present to see that it was a balloon, so Secret Bear caught it which made her fly up, passing by the dark blue bear.

"So don't go sticking by your own sweet self, You gotta take a chance on someone else, That's what its all about just being friends, And take a chance on loving again~" The voice sang as the dark blue bear soon took out a star and tossed it at the balloon, popping it which made a bunch of confetti spill out.

Friend Bear and the bright yellow bear soon rushed over with a cake to catch Secret Bear from the fall, and where they were successful, and where the dark blue bear was shown to be in the cake with her and luckily, didn't look grumpy about the cake batter as he licked some off his nose. Kim and Jason smiled as they came to have some too.

"And follow me and let me take you there, When you think nobody cares~" The voice sang as the group wandered into Care-A-Lot together as a couple of bears tossed hearts out to them like flower petals.

"Nobody cares~" Three bears sang together.

"Nobody cares like a bear, When you think nobody cares~" The voice sang again until the song ended.

"Nobody cares~" The bears sang until they blew heart-shaped bubbles.

"Nobody cares like a bear~" The voice then sang, ending the song.

"This place is like paradise." Atticus smiled.

"Glad that you like it." Friend Bear smiled back to him.

Being with the Care Bears soon taught Kim and Jason how good it was to have friends.

"I really hope Cherry's okay... Wherever she is." Atticus said, trying not to worry.

* * *

**_Meanwhile, back with Cherry..._**

Fetuccini hummed to himself as he put curlers in his hair to get ready for his upcoming show.

"This guy is officially worse than Drell." Cherry muttered.

"Thank you!" Drell's voice said in the form of a gecko, coming down the wall beside her.

"Yaugh!" Cherry yelped, jumping back a bit. "Is this gonna be a normal thing with you?!" she then glared.

"Yes," Drell smirked before noticing the book that spoke. "Oh, no..."

"Nicholas..." The book called out.

Cherry shuddered. "That voice gives me chills."

"Nicholas..." The book continued to speak as the boy then woke up.

"Who are you... How do you know my name?" Nicholas asked the book.

"I am a spirit, Nicholas..." The book replied. "Your friend... I know many things... Almost everything."

"She's right about that." Drell muttered to himself.

Cherry glanced over to him as she felt really freaked out right now.

"Everything?" Nicholas asked the book, coming out of the chest.

"I know how you can earn more friends~..." The book told him.

"Really?" Nicholas beamed. "How?"

"With... Magic!" The book replied.

"Uh, Nicholas, I don't think this is such a good idea." Cherry said nervously.

"Of course it isn't." Drell whispered.

"Get me out of here." Cherry begged him.

"I think you should help him." Drell replied.

"I said get me out of here!" Cherry repeated.

"Cherry, if he unlocks that book; no one will ever be able to care anymore, they'll feel nothing, no emotions at all." Drell whispered to her.

"Oh, so you mean everyone will be just like me..." Cherry said before smiling weakly. "Yaaay."

"Cherry, you have feelings," Drell reminded her, pointing to her chest a bit. "Especially in here. You feel lost because you're separated from Atticus, and now you feel bad for that stupid fight you guys had. Am I right?"

Cherry bowed her head. "Well... I guess... Sorta..."

"When I say 'Am I right?', it's a rhetorical question, because I'm always right!" Drell told her.

"Okay, okay, you're right, but as long as he doesn't unlock that book, we're safe." Cherry said.

"Have fun." Drell said before going off.

"Wait! Don't leave me alone here! Drell!" Cherry cried out before groaning. "Ugh... How do I get myself into these messes?!"

"Magic?" Nicholas asked the book even after he heard what Cherry said.

They soon heard Fetuccini still humming.

"Oh, but not just magic tricks... Real magic that can make your upmost wish come true~..." The book replied as pink flames puffed up beside the blonde boy.

Nicholas smiled hopefully before shaking his head briefly. "Y-You mean, you can use magic to get people to like me?" he then asked.

"No, but you could..." The book told him as a golden key soon appeared in the lock. "All you have to do is undo the lock..."

"Don't!" Cherry gasped.

Nicholas soon turned the key in the book once it appeared physically, cracking it open instantly.

"Oh, no!" Cherry gasped.

The book then brought out some magical energy which pushed them back against the wall.

"Hey, what are you doing in there?" Fetuccini complained.

"Oh, nothing." Cherry said in a bit of a sassy/innocent tone.

Fetuccini seemed to look concerned as he didn't hear Nicholas saying anything. Nicholas began to stand up as the book seemed to morph more magic onto the pages, showing a face.

"Ugh... Kinda looks like The Evil Queen's Magic Mirror face." Cherry shuddered.

The face seemed to smirk at Nicholas.

"Nicholas! ...Nicky?" Fetuccini called out as he sounded worried for once. "Hey, are you okay in there?"

"Read this..." The face smirked, showing a spell.

"Ga... Zord." Nicholas read the spell.

The door then slammed shut as the magician came out to see his little helper.

"Hey, that was actually pretty helpful." Cherry smirked a bit.

"Wow! Did I do that?" Nicholas asked.

"You can do a lot more~" The face smirked to him.

"Hey, Nicky, open up! The door's stuck!" Fetuccini's voice called out from the other side of the door before pounding on it.

"Read... Read!" The face urged.

"Iz.. Kabibble?" Nicholas glanced at the other page.

"Hey, Nichol-" Fetuccini called out before his voice drowned out a bit.

"Great... Now open." The face smirked.

Nicholas soon opened the door to find Fetuccini behind the door, but he seemed to fall into a deep sleep. "Hey, it worked!" he then smiled to the face. "Your spell worked!"

"Whoa." Cherry said.

"Well done, Nicholas..." The face smirked. "He'll only be in a deep sleep only long enough for you to take over his magic show..."

"B-B-But I couldn't!" Nicholas replied nervously.

"Yes, you can," The face urged him. "You must! This is your chance to show that you are a greater magician than he! They love him for his magic, they'll love you for yours! I will help you!"

"I've heard just about enough of you!" Cherry said as she came to shut the book.

"Nicholas, stop!" A voice spoke up.

"Atticus?" Cherry asked hopefully.

* * *

However, it was not Atticus, it was yet another Care Bear. "This isn't the way to make friends!" he then told the blonde boy.

"Who are you?" Nicholas asked the brown bear.

"I'm Tender Heart; a Care Bear, your friend." The bear replied as he stepped over.

"Trust him, Nicholas; he's telling you the truth, and I'm your friend too." Cherry told the blonde boy.

"Friends?" The face scoffed. "Where were they when you needed them?"

"What matters is we're here now!" Tender Heart glared, jumping up to stand up to the book while Nicholas looked bewildered. "And Nicholas needs us the most."

The face soon snarled, turning evil which scared Tender Heart into a cage which soon shut and locked once he was inside of it, making her laugh. "You see, Nicholas? Magic can do anything you want it!" she then smirked to the blonde boy.

"That's not true!" Cherry told Nicholas.

"Perhaps you'd like to be locked up too with the bear!" The face hissed.

"You don't scare me!" Cherry glared. "Drell is scarier than you."

"What do you say to this then?!" The face hissed, shooting her into the chest and shutting the top, locking her inside.

"Hey! Get me out of here!" Cherry cried out, trying to punch her way out of the chest, but couldn't.

"Hey... Neat." Nicholas smiled, a bit entranced from the magic.

"Magic isn't the answer, Nicholas," Tender Heart told the blonde boy. "Your feelings can help you find the true answer."

"It's true, Nicholas!" Cherry added from inside the chest. "Wow, I'm starting to sound like Atticus."

"Don't listen to them~..." The voice smirked. "There are dozens of children out there... Waiting to see your magic."

"They'll love me just like they like The Great Fetuccini!" Nicholas beamed as he grabbed the cape and top hat off of the rack by the door, taking a hold of the book. "I know all his tricks. I'm not doing anything wrong."

"Yes, you are!" Cherry muffled. "That book is clearly evil!"

"He won't succeed... The Spirit doesn't care about him, but I do; hold on, Cherry, I'll get you out of there in a second." Tender Heart said before he used a special power, unlocking the cage door and freeing him before he dropped down, taking the key, and came to get Cherry out of the chest with his special power again.

"How are you gonna do-" Cherry rolled her eyes before looking surprised that the chest popped open. "What the-?"

"You're lucky I had enough power to do that on my own." Tender Heart said to her.

"Thanks, also, how do you know my name?" Cherry asked as she got out of the chest.

"Care Bears know just about everybody, especially when they have a friendship problem," Tender Heart said. "I sense you're feeling guilty about your argument with your best friend, Atticus, from early childhood."

Cherry turned away, wiping her eyes a bit. "It was just a stupid fight... He probably never wants to see me again anyway..." she then said, a bit emotionally.

"That's not true; I'm sure he misses you just as much as you miss him." Tender Heart smiled.

"What are you anyway?" Cherry asked. "Some stuffed animal come to life?"

"I told you, I'm a Care Bear," Tender Heart smiled. "I come from Care-A-Lot. We help boys and girls in need, such as you, Atticus, and even Nicholas."

"Speaking of Nicholas, we better go stop him from using any more spells." Cherry said.

"Come on then." Tender Heart told her.

Cherry and the Care Bear soon went off together as some kids came into The Great Fetuccini's tent to see a magic show. Tender Heart saw the key and quickly swiped it as he went to leave with the perky goth.

"Hopefully we're not too late." Cherry said.

* * *

The kids smiled a bit as they sat in the crowd, awaiting for the magic show.

"And now, The Amazing Nicholas will pull a dove out of his hat!" Nicholas smiled nervously before taking off his hat and went to reach into it.

The face in the book chuckled a bit as a bunch of water splashed out onto the blonde boy. This caused the kids to laugh at Nicholas. The book chuckled a bit as Cherry and Tender Heart soon rushed into the tent to see what was going on.

Nicholas soon slipped on the stage as the kids continued to laugh at him. "Stop it!" he then cried out.

"Oh, I knew this was gonna happen." Tender Heart frowned.

"Make them stop laughing!" Nicholas begged the book. "Make them stop!"

"Only you can do that," The book smirked before turning the pages a bit. "Here... Teach them a lesson~"

"A-A lesson...?" Nicholas asked, feeling unsure.

"Come on!" A boy called out from the crowd. "Make us laugh!"

"Ooh, I'll give you all something to laugh at in a second." Cherry glared at the laughing kids.

"A lesson they will never forget!" The book smirked to Nicholas.

Nicholas glared at the laughing kids and soon cast the spell. "Simma sot... Raddy dot-"

"Nicholas!" Tender Heart cried out, trying to stop the boy. "No!"

"Kazort nee!" Nicholas then concluded the spell.

Cherry soon ducked down so the spell wouldn't hit her. The spell soon hit the kids and they all glared and began to argue and insult each other.

"Oh, man, he turned them into YouTube commenters." Cherry remarked.

"Now they know how you felt all your life in the world," The face smirked to Nicholas. "Now they feel... Nothing."

"Nicholas, what have you done?!" Cherry cried out.

"Only from what they did to me!" Nicholas replied. "They deserved it!"

"Nicholas, they don't deserve this!" Cherry told him. "They deserve to care and love."

"Please, listen!" Tender Heart added.

"Nix... Fix... Sticks!" Nicholas soon recited the next spell.

"This is only the beginning..." The book said evilly as a tornado soon broke out of the tent as the kids in the background continued to fight each other.

"Is there something we can do?!" Cherry asked Tender Heart. "We gotta stop this madness!"

"This is a job for ALL the Care Bears." Tender Heart replied.

"Then that means we have to go to Care-A-Lot." Cherry said.

"Please, come with me, Cherry." Tender Heart told her.

"All right." Cherry replied.


	3. Chapter 3

Meanwhile, Atticus, Kim, and Jason laughed as they continued to have fun with the Care Bears, learning more about them as Care-A-Lot helped them find out more about friends and how to be happier individuals, and they were all now playing Leap Frog together.

_'This is a lot of fun.'_ Atticus thought to himself.

Jason soon landed in a big and puffy cloud while laughing.

"Kim! Jason! Atticus! Wait'll you hear this-Whoa!" A blue-green bear called out, holding a telescope before slipping from the rainbow and falling into a cloud which made the kids laugh a bit.

"Look, Secret Bear, Wish Bear's got her head stuck in the clouds again!" Friend Bear chuckled a bit.

"Again?" Atticus asked with a chuckle.

"It's a bit of a long story." Friend Bear smiled bashfully.

Secret Bear soon had an idea as they then pulled on Wish Bear's legs to pop her out of the cloud.

"You okay?" Atticus smiled to Wish Bear.

"Yes," Wish Bear replied before crawling on the clouds as she seemed to had lost something. "Now where's my staroscope?"

"I think it might be in the cloud." Atticus said.

"Looking for this?" The dark blue bear glared as he popped his head out with Wish Bear's staroscope on his head.

"Oh, sorry, Grumpy Bear, but I'm in a hurry," Wish Bear smiled sheepishly, taking the staroscope back. "I've got great news for Atticus, Kim, and Jason! I spotted-"

"Look!" Grumpy Bear pointed something out in the sky.

Cherry looked a bit carsick as she rode with Tender Heart Bear in the cloud vehicle which seemed to be driving sloppily.

"Tender Heart's Rainbow Rover is out of control!" One of the bears cried out.

"And is that Cherry with him?" Atticus asked.

"Oh, no!" Wish Bear cried out as it looked like the two were about to crash.

The cloud soon faded, making Tender Heart and Cherry fall through the air until the Care Bear produced a heart and held her hand so that they could both float and have a softer landing.

"Quick! Run for cover!" Tender Heart told the others down below.

"What for?" Atticus asked.

"It's coming! Brace yourselves!" Tender Heart replied.

"What's coming?" Friend Bear called back to him.

Care-A-Lot soon began to rumble and even broke a rainbow with two Care Bears on it and the baby bears looked scared. A light darker blue bear known as Bedtime Bear was shown to be sleeping on a cloud until it broke apart, making him fall, or he would've if the stars hadn't caught him. Cherry yelped as she soon began to fall through the air until Atticus soon ran over and caught his falling best friend, smiling to her while she looked overwhelmed. After a while, the shaking stopped.

* * *

Kim poked her head out from a cloud, looking around as she asked, "Everyone okay? Cheer Bear?"

The pink bear poked her head out. "I-I think so." she then told the human girl.

"Too bad we can't say the same for Care-A-Lot," Grumpy Bear said, pointing out to the damage. "Look."

"Oh, no! Everything's broken!" Share Bear frowned.

"Everything's ruined!" Friend Bear cried out.

"Tender Heart! Tender Heart!" Funshine Bear cried out, rushing over. "The Caring Meter dropped two whole points!"

A machine known as the Caring Meter began to drop which was bad news for the Care Bears.

"A lot of people must've suddenly... Stopped caring." Love-A-Lot Bear frowned.

"Must be set for New Jersey." Cherry remarked jokingly. She soon saw that no one was laughing.

"Cherry, this is serious!" Atticus said.

"Sorry." Cherry shrugged.

"What could've caused that?" Kim wondered.

"The same thing that caused the cloudquake," Tender Heart explained. "A boy named Nicholas is being taken over by an evil spirit."

"An evil spirit?" Jason frowned.

"So what happens when the Caring Meter drops to zero?" Kim asked.

"Nobody in the world will care anymore." Love-A-Lot Bear frowned.

The Caring Meter soon moved a bit more, reaching closer to all the way to zero, worrying all of the Care Bears. Secret Bear soon tugged on Cherry and whispered something to her.

"The end of Care-A-Lot?!" Cherry asked.

"We can't let that happen!" Atticus told the others.

"I also think it's exactly what the spirit has in mind!" Tender Heart nodded firmly.

"Oh, my gosh! I forgot!" Wish Bear gasped as she looked to Kim and Jason. "I've spotted parents for you at the orphanage."

"Orphanage?" Cherry and Atticus asked.

"They wanna adopt you both!" Wish Bear told the human kids.

"That explains why we didn't see you two with any parents." Cherry said to Kim and Jason.

"Yeah..." Kim said softly. "We lost our parents sometime ago."

"I'm so sorry..." Atticus frowned. "We thought we lost our parents once."

"You did?" Jason asked.

"Yeah, we lived in an orphanage too." Cherry replied.

"Did you ever find your parents?" Kim asked.

"Yes... Years later... It's a long story though." Cherry said.

"Congratulations, Kim and Jason!" Cheer Bear smiled to the siblings about having parents.

"Come on, Grumpy, let's go warm up the Rainbow Rescue Beam," Tender Heart said, trying to pull Grumpy over to help. "Kim, Jason, Cherry, and Atticus need to get back in a hurry!"

Grumpy soon ran off after Tender Heart to get to work.

"I think I found the perfect Care Bear for you, Cherry." Atticus teased.

"Ha, ha, that was so funny I forgot to laugh." Cherry replied.

"I'm just teasing." Atticus smiled.

"Hmph..." Cherry glared a bit before looking soft.

"I missed you..." Atticus frowned softly. "I'm sorry we had that fight."

"No, Atticus, I'm sorry," Cherry replied. "It was stupid of me to start it."

"Yeah, but I shouldn't have argued by saying strength was the way to go." Atticus frowned.

"Well, I thought that magic could've worked." Cherry frowned back.

"I was the dummy." Atticus said.

"No, I was." Cherry replied.

"No, _I_ was!" Atticus told her.

"Stop it! You two are gonna start arguing again!" Tender Heart warned them. He was soon surprised as he heard them laughing as they hugged.

"I'm sorry about that fight." Atticus said softly.

"You're a jerk." Cherry replied.

"You still love me though, right?" Atticus asked.

"Pretty much." Cherry smirked.

"That's good." Atticus smiled.

"At least you two are friends again." Tender Heart said in relief.

"I guess I never realized how powerful and important magic is." Cherry commented.

"Friendship is magic." Atticus smiled.

"Oh, barf." Cherry stuck her tongue out, not believing in that yet as this was a story from when she and Atticus were in middle school.

"You hear that, Jason? Parents..." Kim remarked softly.

"Yeah... I thought we'd never have parents." Jason replied.

"Yeah..." Kim said.

"So, are you gonna go back to the orphanage?" Cherry asked.

"But we have to help our friends," Kim replied. "They're in trouble."

"That's a very friendly and caring thing to do." Atticus smiled.

"Looks like you guys have learned a lot since you met the Care Bears." Cherry added.

Kim and Jason smiled bashfully in response.

"Kim! Jason! We're ready!" Tender Heart called out to the orphaned kids. "All set?"

"No!" Kim said, letting go of his paw as he tried to take her to a transporter to go back to Earth. "We're not going back to the orphanage. We're going to help you."

"Yeah!" Jason added.

"So are we." Atticus and Cherry said.

They then looked to each other.

"Jinx?" Atticus smiled.

"Go away." Cherry replied, though she seemed to give a small smile back since they were best friends.

"But... You have parents waiting..." Tender Heart reminded Kim and Jason.

"We made up our minds." Jason crossed his arms with a smile.

"You showed us how to share our feelings," Kim added. "And that's just what we're going to do."

"Great." Cherry said.

Tender Heart smiled proudly to Kim and Jason. "Really?"

"Yeah!" Kim and Jason smiled back.

The Care Bears then cheered to that.

"All right, our first job is to go to Earth, and find Nicholas," Tender Heart stated. "Friend Bear, Secret Bear, you head down with the kids. We'll follow," he then took the key out of his pocket from earlier to give to Jason. "Hold onto this for me, Jason. Don't lose it; it's very important."

_'That's the same key that Nicholas used to unlock the book.'_ Cherry thought to herself.

"Don't worry, Tender Heart; I wouldn't lose it for nuthin'." Jason promised as they shook hands.

Eventually, Friend Bear and Secret Bear came to take Kim, Jason, Cherry, and Atticus over to a transporter to take them back to Earth.

"Beam us up." Cherry said, quoting from Star Trek.

Once they were all lined up, the transporter beamed them and sent them away in a rainbow.

* * *

"All right, Champ Bear and Funshine, you're next!" Tender Heart commanded.

Unfortunately, another cloudquake happened. This knocked most of the down onto the floor.

"Oh, no!" Grumpy complained as he checked a monitor. "The Rainbow Rescue Beam's jammed! They never made it to Earth!"

"What do you mean?" Tender Heart frowned in concern. "Where are they?"

"They're lost!" Grumpy shrugged. "Somewhere between here and Earth!"

"That's both good and not good." Drell said as he appeared with Patch.

"What do we do now?" Wish Bear panicked.

"We can't follow them." Grumpy frowned a bit.

"And the evil spirit said this was just the beginning." Tender Heart memorized.

"So, what is this place?" Patch asked.

"This is Care-A-Lot, Patch," Drell told him. "The Care Bears live here. They help children in need."

"So, why am I here?" Patch asked Drell.

"Easy, to help them find Kim, Jason, Atticus, Cherry, Friend Bear, and Secret Bear." Drell said.

"I'm not sure what I can really do, but I'll try my best." Patch replied.

"Ya probably should've sent those kids to your cousins." Drell told the Care Bears.

"Our cousins?" Grumpy Bear asked, looking confused.

"You know... The Care Bear Cousins... In the Forest of Feelings..." Drell replied. "Don't tell me you guys don't know about your own cousins. It's within the Kingdom of Caring."

"Uh..." Grumpy Bear blinked.

"Ugh... You're hopeless..." Drell groaned to him.

Patch began to help the Care Bears out around their home as the evil spirit was nearly damaging it with controlling Nicholas as he cast spells on innocent people. And where Drell could only watch from his crystal ball in Care-A-Lot.

"Are you staying?" Patch asked Drell.

"Eh, I might as well," Drell replied as he sat down a bit. "By the way, that Cherry kid is gonna have to work on her attitude if she's gonna be going on these adventures under my watch."

"I feel disturbed to know that you've been watching Cherry and Atticus since they were kids." Patch commented.

"Eh, just part of the prophecy." Drell said as he watched what Nicholas was doing.

"I guess there's more to you than when they met you after they first met Sabrina and she accidentally turned the most popular girl in school into a pineapple and Ms. Hilda and Ms. Zelda warned us about you." Patch said.

"Shh!" Drell shushed as he watched Nicholas.

Nicholas was soon shown to be in a castle in front of a bubbling cauldron.

"Ugh... It looks worse than Madam Mim's lair," Drell grimaced. "Hopefully Atticus and Cherry find a way to Earth through the Forest of Feeling."

* * *

Nicholas chuckled wickedly as he looked like a villain now. "Everyone in this town has friends... Soon, they'll all be just like me!" he then glared into the broth. "FRIENDS!"

The face in the book seemed to smirk wickedly.

* * *

This was enough to make storms in Care-A-Lot as the Care Bears wore raincoats and Patch helped them out the best that he could which proved to be more helpful that he could even imagine. Drell was just sitting by, not helping.

"Aren't you gonna help?" Patch asked.

"I _am_ helping!" Drell replied. "I'm keeping an eye on Nicholas."

"That _is_ kinda helping." Patch said.

"So..." Drell replied before sticking his tongue out.

Patch rolled his eyes from that as he continued to help the Care Bears as it began to storm and they all wore raincoats. Wish Bear and Love-a-Lot Bear were painting a rainbow back to its original colors. Cheer Bear was trying to catch some stars in a net with Share Bear.

"That thing looks like it's offline." Patch said about the control panel.

"Probably from the cloudquake." Grumpy replied.

"How long will it take to get it back online?" Patch asked.

"It's hard to say... That cloudquake was pretty strong." Grumpy replied.

"Well, we can't give up." Patch said.

"We never give up, that's what makes us Care Bears," Good Luck Bear said as he went to check the Caring Meter. "Excuse me."

"Hmm..." Patch paused. "Drell, can you send some electricity over?"

"Ah, that only works if I get mad enough, and how could get mad in a place like Care-A-Lot?" Drell shrugged with a small smirk.

"Hmm..." Patch paused.

"Besides, you have boat to catch." Drell told Patch.

"Well... All right... Will you be okay over here?" Patch asked.

"I'll keep an eye on things while you're gone, you run along now." Drell replied.

"Well... All right..." Patch then said as he went to join the Care Bears.

They were all lined up in front of a cloud dock to show a boat floating out from the other clouds.

"Hey! It's a Starship!" Patch laughed to himself. He soon began to get on the boat.

Wish Bear soon stood on the bow with her staroscope as the other Care Bears came onto the boat with her and Patch. They then cast off into the water while an elderly Care Bear stayed behind to look after the Baby Care Bears.

"Good luck, Care Bears and Patch!" Good Luck Bear called out.

"We're counting on you!" Grams Bear added.

_'I hope Atticus and the others landed softly.'_ Patch thought to himself.

The boat soon set sail as they had to get going to save Care-A-Lot.


	4. Chapter 4

Meanwhile, we are finally shown that Kim, Jason, Cherry, and Atticus had ended up in a strange new land which was in the middle of Care-A-Lot and Earth that was a special forest.

"Wow... This doesn't look like the Earth I remember!" Kim remarked, holding onto a tree branch.

"Maybe we're still in Care-A-Lot." Jason guessed, holding onto her waist.

"If this is Care-A-Lot, someone's been doing a little gardening since we left." Friend Bear said as she and Secret Bear held onto Jason's feet.

"I don't like this... I'm up too high..." Cherry said nervously from another tree she was holding onto.

"I think we're in a place that's in between Care-A-Lot and Earth." Atticus said as he was in the same tree as Cherry.

"Either way, I'm up too high!" Cherry replied as she looked like she was about to have an anxiety attack.

"I can't hold on much longer!" Kim added.

Secret Bear soon whispered something to Friend Bear.

"Secret Bear says not to worry about falling," Friend Bear smiled to the kids. "Worry about the lion instead!"

"Oh, that makes me feel so much better, Secret Bear!" Cherry deadpanned.

They soon saw a lion the same size as the Care Bears climbing the tree that Kim, Jason, Friend Bear, and Secret Bear were holding onto.

"LION!" The group yelped.

"What are we going to do?!" Kim yelped.

"Close your eyes, maybe he won't see us." Friend Bear suggested before closing her eyes with Secret Bear.

When they opened them, the lion seemed to be gone.

"See?" Friend Bear then smiled. "He's gone."

"Oh... That's a bit of a relief... NOW GET ME DOWN FROM THIS TREE!" Cherry said calmly before panicking.

"Actually, he's not gone." Atticus said as he saw the lion close to Kim.

"Huh?" Cherry's eyes grew wide.

Kim whimpered nervously as the lion crawled toward the branch towards her.

"Give me your hand... Slowly!" The lion soon said to the human girl. He soon saw the branch was about to break.

"Oh, no!" A monkey gasped before it soon came out as the branch broke and grabbed a hold of the lion's tail.

"Oh, great, a monkey," Cherry deadpanned. "This trip just keeps getting better and better."

Atticus looked over as he heard breaking sounds with their tree. "Uh, Cherry?" he then spoke up.

"Wonderful, fantastic, stupendous..." Cherry continued to drone. "This is the best adventure ever."

"Uh, Cherry, you might wanna get ready to scream." Atticus told her.

"Why?" Cherry asked.

The branch soon snapped and Cherry yelled out as she began to fall with Atticus.

"I think that's why!" Atticus yelped.

"Thanks!" Cherry yelped back.

"Hopefully we'll have a soft landing!" Atticus yelped back.

* * *

Luckily they did and soon landed in a pile of clouds with the others which bounced them a bit with the monkey and the lion. Jason soon stood up from where he fell as the monkey chuckled a bit with him.

"Hey, they don't have any tails." The monkey smiled innocently.

"That's because we're not monkeys." Atticus said as he stood up.

"Thank goodness." Cherry muttered as she didn't like monkeys.

"Woow! The monkey can talk!" Jason gasped.

"Oh, so talking bears is fine, but talking monkeys is a shock?" Cherry deadpanned.

"Let him alone, he's just a kid." Atticus told her.

"What happened to all your fur?" The monkey asked, coming down to play with Kim's hair.

"We never had any fur." Cherry told the monkey.

"That's impossible!" The lion spoke next. "Every monkey has fur!"

"NOT A MONKEY!" Cherry complained.

"And who said they were monkeys?" The monkey smirked to the lion. "Hm?"

"Well... They were up in a tree." The lion shrugged in defense.

"Well, we're not monkeys." Cherry said.

Friend Bear and Secret Bear looked curiously to the monkey and lion.

"I know! They're lions with haircuts." The monkey then smiled.

"We're not lions either!" Cherry replied.

"We're people!" Atticus added.

"We're Care Bears!" Friend Bear told the monkey, referring to herself and Secret Bear.

"Where did you come from?" Jason asked the lion and monkey.

"Why, we live here!" The lion smiled. "Everyone of the Forest of Feelings knows of Playful Heart Monkey and Brave Heart Lion."

The monkey chuckled while waving to them from behind the lion.

"Forest of Feelings?" Friend Bear asked, feeling confused.

"Well, we're from Earth." Jason stated.

"And Care-A-Lot!" Friend Bear then added.

"This must be in between Care-A-Lot and Earth." Atticus said.

"Earth? Care-A-Lot? There's no such place!" Playful Heart Monkey chuckled as he swung on a tree in front of them.

"There is too!" Jason glared with Friend Bear and Cherry.

"Don't mind Playful Heart," Brave Heart smiled to them apologetically. "He loves to laugh at anything. I've heard tales, long ago of... Other places. What are these other places like?"

"What's that noise?" Cherry asked, hearing some music.

"I think there's gonna be another song." Atticus replied.

"Oh, boy..." Cherry groaned a bit.

"Do you have a place where rainbows grow to carry a bear who's sliding?~" Friend Bear soon sang to Brave Heart as they walked together.

Cherry soon tuned out the singing.

"Well, I have a rock in a cave below just perfect for hiding~" Brave Heart sang to Friend Bear.

"Do you have a house made all out of wood for keeping you dry when its raining?~" Jason asked as he drew a house in the ground.

"I stay on top when the rain goes drop~" Friend Bear sang as she was shown to be gliding in the water of the clouds above while Jason saw himself in a house during a rainy day. "Look! I'm hydroplaning~"

Cherry did her best to tune them out.

"Ah, Cherry." Atticus sighed a bit.

"Sorry, not sorry..." Cherry replied as she went into her own little world. "Ahh..."

Luckily for Cherry, the song then ended so that they could move on with the story.

"You're welcome to stay in the Forest of Feelings for as long as you'd like." Brave Heart smiled to his company.

"We'd love to stay, but we can't." Atticus said.

"Yeah, we're on a mission of major importance." Cherry added suavely.

"They're right," Friend Bear smiled apologetically. "The sooner we leave, the better. If we don't hurry, Care-A-Lot may not be there when we get back!"

"We have to find a way back to Earth." Kim added.

"To help stop the evil spirit from taking all the feelings from everybody!" Jason frowned.

"Come on, everybody!" Brave Heart smiled as he had an idea.

"Where?" Kim asked.

"If there is a way out of the Forest of Feelings, we'll help you find it," Brave Heart smiled. "This way!"

And so, they followed after Playful Heart Monkey and Brave Heart Lion to find a way out of the forest.

* * *

**_Meanwhile on Earth..._**

"There, the spell is now cast!" Nicholas beamed evilly to himself. "Now everyone will know the loneliness they've made me feel."

"Not quite," The evil spirit told him. "Look."

Nicholas glanced over before looking into the brew.

"Look..." The face told him, showing him familiar images of Kim, Jason, Cherry, and Atticus. "These four children still care. Very much about everyone. Except you..."

"But... They were to fall under my spell!" Nicholas glared.

"Ah, but th-those soft little bears shield them from your spells with their love and caring." The face told him.

"Bah! Let them go!" Nicholas replied. "I'm even now."

"Are you?" The face smirked. "What about all the others?"

"Others?" Nicholas echoed.

"All the others that you had not yet cast your spells on," The face explained. "All the others that still care~"

"I've gotten even with the whole town," Nicholas shrugged. "That's all I wanted."

"The others will come after you for what you've done." The face told him.

"What should I do?!" Nicholas gasped as that made him panic.

"You must finish it!" The face replied. "Say it..."

"Beebo... Weabo... Tip-Tock... Reebo... Zeebo... Zip... Zap... Zonk!" Nicholas recited the next spell.

Purple smoke with a demonic face appeared in the cauldron before shooting out to the ceiling.

"Whoa!" Nicholas gasped.

"This spell will seek out the children, and bring them to us at any cost!" The face evilly told Nicholas as the smoke cloud glared down at the blonde boy.

"But... I-I-Isn't there another way?" Nicholas asked nervously.

"No!" The face replied. "There must be a lesson taught for the children! A lesson for the town! A lesson for... Everyone!"

"What do you mean 'Everyone'?" Nicholas asked nervously.

"Now, go!" The face demanded to the smoke cloud.

The smoke cloud soon went out the window to carry out her demands.

"You said a lesson..." Nicholas said to the spirit. "What kind of lesson?"

"Never mind that," The face said to him. "You must now collect the ingredients for your next spell..."

"This is not good... She's worse than Della Plotsworth..." Drell groaned to himself as he watched this.

* * *

**_Meanwhile with Patch..._**

"There's nothing ahead to tell us where we are, Tender Heart!" Wish Bear called out as she looked through her starscope as they continued to sail in the cloud boat.

Tender Heart looked around as he controlled the helm until they heard a small splash.

"Bear Overboard! Bear Overboard!" Love-A-Lot Bear cried out.

"Which one?" Patch asked.

Wish Bear went to take a look and nearly fell in the water before making it back inside quickly.

"Bedtime Bear went to sleep and fell overboard!" Love-A-Lot Bear frowned, pointing out into the water. "Look!"

Bedtime Bear was shown in the water before being shown as fast asleep, but luckily, not drowning.

"How can one bear sleep so much?" Patch wondered. "Also, how's he floating like that?" His answer soon came as a light purple penguin soon popped out of the water from under Bedtime Bear. "A penguin?" Patch blinked in surprise.

"Hi! I think you lost something." The penguin smiled to them.

"Oh, thank you very much," Love-A-Lot Bear smiled back as the penguin came over with the blue bear. "I'm sure Bedtime Bear will thank you too when he wakes up."

"No thanks needed," The penguin smiled as they collected Bedtime Bear. "I'm Cozy Heart Penguin. Helping someone in need is what warms my heart and keeps me cozy!" She then jumped up out of the water with a spin before jumping back in which made a big splash.

And where Patch and Tender Heart Bear got hit by the splash. Patch sputtered before shuddering with Tender Heart Bear as the water was rather cold.

"Well, it must work, Cozy Heart; this water's fre-e-e-eezing!" Tender Heart shivered.

"I love it!" Cozy Heart smiled as she jumped on board with them.

"W-We can tell." Patch shivered before shaking the cold water off his fur.

They soon rode off together with a laugh, unaware that evil was following them very closely. The smoke cloud soon jumped into the water behind them, turning into a carnivorous fish before swimming after them and spun around under the bottom of the boat in the water.

"First we have to find Cherry, Atticus, Kim, and Jason, then-Oh!" Tender Heart said, though seemed to lose control over the helm. "Uh-oh! Something's pulling at the wheel!"

The helm began to turn itself before Tender Heart Bear grabbed hold of it.

"What's going on?!" Patch gasped.

"Tender Heart, why are you turning here?!" Wish Bear gasped as the boat went the wrong way.

"I'm not!" Tender Heart Bear replied. "The boat's turning by itself!"

"What?! But how?!" Patch yelped.

The boat soon began to spin around a bit.

"We're caught in some sort of whirlpool!" Cozy Heart frowned.

The boat began to spin faster and faster as some water splashed onto the boat.

"We gotta get this boat away from the whirlpool!" Patch told them.

"Can we do that?!" Wish Bear yelped.

"Yes, we just need some rope and one of us will need to swim to shore and get someone really strong to pull us to shore!" Patch replied.

"Rope! Right!" Wish Bear replied and soon dropped on deck, luckily finding some rope, tying it onto one of the stars. "Guide peacefully, Wishing Star." she then whispered before tossing the star into the cloudy sky

The star soon flew off as Wish Bear went to tie the rope onto the mast, nearly falling over, and luckily, Patch's plan worked.

"Yes!" Patch beamed.

"Oh, Champ Bear, we're saved!" Love-A-Lot Bear beamed to the bear next to her.

* * *

They soon pulled up into shore and Wish Bear took a look through her staroscope as she heard an elephant trumpet.

"We must be in a jungle." Patch guessed.

"May I introduce the strongest, most fearsome creature in the entire Forest of Feelings: Lotsa Heart Elephant!" Cozy Heart giggled.

A pink elephant soon came out and where it didn't look too big.

"Probably the smallest elephant I've ever seen." Patch commented.

"Hello." The elephant gave a small smile.

"Hey, you're a lot smaller than you sound." Champ Bear said to the elephant.

"It's true that I'm not big, but it's amazing what you can do if you really put your heart into it," The elephant said bashfully before blowing another trumpet for them. "Sometimes, I even startle myself."

"I can only imagine." Patch said.

Some of the Care Bears chuckled to their new friend.

* * *

Nicholas was soon watching this in the cauldron's brew, looking a little sad right now. "It's not going to work! Not even the spell can defeat them!" he then told the spirit who was enabling him.

"The spell was just having a little spot," The spirit replied slyly. "Children are his true goal. Perhaps just a sprinkle of toadstool more will speed things up..." she then made a jar appear before using it to add to the brew, laughing wickedly as red smoke poofed out from the cauldron.

* * *

"Please be careful, kids." Drell said as he watched this from his crystal ball while Grumpy Bear was still working on the Rainbow Rescue Beam.

"Grumpy Bear... Grumpy Bear!" Good Luck Bear called out, getting both Drell and Grumpy's attention.

"Gah!" Grumpy Bear yelped as he hit his head on the machine while being under there. "Ouch! Ow, ow, ow..."

"Oh, you're fine," Drell told him before looking to the green bear. "What is it, Good Luck Bear?"

"The Caring Meter is down to five!" Good Luck Bear frowned. "If it reaches zero; Care-A-Lot is finished!"

"Is that Rainbow Rescue Beam fixed yet?" Drell asked Grumpy Bear.

"I think I used up all of MY good luck getting this far!" Grumpy Bear pouted before going back underneath.

"Maybe your luck's run out, but not mine!" Good Luck Bear smiled innocently.

"Yeah, you're a walking, talking Four-Leaf Clover," Drell smirked a bit, crossing his arms. "You should be on that cereal box for Lucky Charms instead of that leprechaun."

"Oh! Good idea!" Good Luck Bear said before using some power to bring out an actual four-leaf clover for Grumpy Bear.

"Need anything else other than luck?" Drell asked Grumpy Bear.

"I need a piece that looks like this." Grumpy Bear said, showing an item that seemed to have pink hearts on it with a bent screw.

"Hmm..." Drell paused in thought.

Good Luck Bear was on the way over only to slip on a lollipop that then flew in the air, hitting Grumpy Bear in the head and the dark blue bear then caught it in his other paw. "Why not? It's Baby Hugs' lollipop?" he then suggested.

"Perfect! Ya know... Maybe Tugs and Hugs are gonna make fine Care Bears," Grumpy Bear smiled a bit. "Uh, one of these days."

"One day." Drell nodded.

"You know our legacy pretty well, don't ya?" Grumpy Bear asked.

"Oh, I know a bit about colorful bears from my childhood." Drell hinted with a small smirk.

There was soon a storm coming as light flashed inside of the headquarters from out the window.

"Oh, hurry, children." Drell then whispered to himself.

* * *

**_Meanwhile, back in the Forest of Feelings..._**

Cherry laid on the ground a bit as she looked relaxed for once along with Atticus, Kim, and Jason.

"You rest there while I scout up ahead." Brave Heart told them as he walked off.

"Uh, sure thing, Lion." Cherry replied.

"How about we play a game?" Atticus suggested.

"Yeah! Let's play a guessing game!" Playful Heart Monkey beamed. "What am I?" he then asked before looking to the tree behind them and began to panic.

"Gee... I don't know!" Kim smiled.

"Courage the Cowardly Dog?" Cherry guessed based on his actions.

"Panicking because something is evil is behind us and is about to grab us?" Atticus guessed.

Playful Heart Monkey seemed to nod at that.

"Wow, you're good at this..." Cherry told Atticus before her eyes widened. "Wait, huh?!"

"Look out!" Playful Heart Monkey cried out.

The tree's branches soon grew into arms and the hands grabbed Cherry, Atticus, Kim, and Jason instantly off of the ground.

"Hey, let us go you evil tree!" Atticus glared at the tree.

"That's a sentence I never thought I'd hear." Cherry commented.

"Let us go!" Kim and Jason cried out as the tree looked like it was about to eat them.

"Let us go!" Cherry demanded. "I never liked talking and moving trees from The Wizard of Oz!"

Brave Heart soon ran to the rescue once he heard trouble. "Oh, no! CHAAAARGE!" he then called out as he ran toward the tree only to get brushed back by one of the tree's limbs.

"Atticus, use a spell to make this tree let us go!" Cherry told her best friend.

"All right, you asked for it!" Friend Bear cried out as she charged for the tree.

"No, Friend Bear, it's not worth it! Oh, what was that tree spell that the Spooky Jar told us once?" Atticus paused to himself to think from when he learned a tree spell at Sabrina's house once.

"I don't care, but I'm not a sap like this tree!" Cherry replied.

"Um... Timber, Timber all the way down, Make my smile into a frown, You will let us go free, so says me, tree!" Atticus then said, trying to remember the spell as the tree growled at them.

_'Please work, please work, please work, please work.'_ Cherry thought to herself.

The tree snarled as its limbs seemed to be cracking a bit. Cherry sweated a bit profusely as her heart raced before looking over as the tree seemed to be shaking. A blue rabbit was soon shown trying to gnaw on the vines and branches to help them out.

"Hey, it's a bunny." Atticus smiled.

"I'm guessing it's another one of Brave Heart Lion's friends." Cherry said.

The bunny made a face to the tree. The tree then glared, about to grab the bunny, but she then zipped away and all around in a blur and tied up the tree in its own branches. Playful Heart Monkey and Brave Heart Lion soon helped the kids back down onto the ground.

"Let's get out of here!" Brave Heart told the others. "Come on, Swift Heart!"

"I think your friend is way ahead of you." Atticus said as he saw where Swift Heart was.

The others soon laughed as they saw the blue bunny standing in front of them with a bit of a smirk.

"Must have a Bugs Bunny attitude." Cherry commented.

The tree soon tried to still get them, though it was tied up thanks to Swift Heart Rabbit.

"It's stuck." Atticus smiled.

They soon ran off with the others as the tree had been defeated. The tree soon came unalive and the cloud that controlled it soon flew away.

"That's the most unfriendly tree I've ever seen!" Swift Heart Rabbit sighed in relief.

"Well, thanks to you, Swift Heart, we're safe," Brave Heart Lion replied. "...For now."

"Yeah, until that cloud comes back." Atticus said.

"What's the deal with that cloud anyway?" Cherry wondered.

"There's a serious problem, Swift Heart," Friend Bear told the blue bunny. "It seems that the evil spirit is after Atticus, Cherry, Kim, and Jason."

"Great. A cloud is following me. And it's not even a dark and gloomy rain cloud." Cherry rolled her eyes.

"An evil spirit in the Forest of Feelings?" Swift Heart asked in concern.

"Yep." Atticus nodded.

"We'll fill you in as we go," Brave Heart told Swift Heart before they ran off. "Let's get moving."

They all soon went to get going themselves.

* * *

Meanwhile, the boat continued to sail through the forest.

"Lotsa-Heart, do you think this forest might lead us down to Earth?" Patch asked the elephant.

"Well, it has to go somewhere." Lotsa-Heart shrugged.

The boat soon began to go faster as the water was going faster.

"Uh, that's a little too fast!" Patch said nervously.

"Hang on, everyone!" Tender Heart told the others. "We're going for a ride!"

The boat soon went very fast through the water as the Care Bears felt a little nervous.

"Look! A cave!" Lotsa-Heart pointed out.

The ride into the cave was just as fast until they started to slow down. Once they made it into the cave, it seemed to be dark as night.

"I can't see a thing!" Patch frowned.

"Veer to the left!" A voice called out.

"Who said that?" Tender Heart Bear asked.

"Me! I did!" The voice replied.

"Well, that's helpful." Patch rolled his eyes.

"Turn left, quick!" The voice urged.

"Hang on, everyone!" Tender Heart Bear said as he went to turn them over.

And where they turned left just in time as they missed crashing into a big rock. Patch groaned as he looked a little sick to his stomach from rocking all around in the boat with the Care Bears.

"Phew! That was close," The new voice said in relief. "You almost smashed into a big rock."

"Look! I see light up ahead!" Funshine Bear called out.

"Wahoo!" Patch cheered.

They soon rode into the light all happy and relieved until they spotted a purple raccoon who was there and smiled to all of them.

"A raccoon!" Tender Heart smiled. "No wonder you could see in the dark."

"Not just a raccoon," Lotsa-Love Elephant replied. "Bright Heart Raccoon."

"Well, thanks for the help, Bright Heart." Patch smiled.

"You're welcome," Bright Heart smiled back. "I can usually see my way around anything."

"Waterfall's ahead!" Wish Bear called out from above.

"Oh, man." Patch's eyes widened.

"We better do something quick," Tender Heart suggested. "Care Bears!"

The Care Bears soon gathered around.

"What's going on?" Patch wondered.

"Ready... Now!" Tender Heart told the other Care Bears.

The Care Bears stood bravely together as their belly badges glowed before their symbols moved into the air and morphed into a big, glowing red heart onto the boat.

"Whoa." Patch smiled.

The boat continued to go toward the waterfall and everyone yelled out as they went down the waterfall. However, the heart floated like a balloon to let them fly safely without crashing or drowning.

"Well done, Care Bears!" Tender Heart smiled.

"That was amazing." Patch smiled.

They soon all cheered happy as they were safely floating along the forest now.


	5. Chapter 5

Meanwhile, the kids were wandering through the forest with their new friends. Something soon appeared in the sky which seemed to be a black and miserable smoke cloud.

"Oh, no!" Brave Heart cried out.

"Oh, come on!" Cherry complained.

The smoke cloud then turned into a vicious bird of prey and began to get ready to attack them.

"Run!" Brave Heart told the others.

Swift Heart zipped away while everyone else went to run off, but Brave Heart stayed put.

"Why couldn't that cloud stay a cloud?" Cherry complained.

"Brave Heart!" Kim soon cried out to the lion.

Brave Heart glared and went to punch the evil bird only for it to fly right past him, coming after Atticus, Cherry, Kim, and Jason. The four soon ducked down as the bird continued fly around in the sky before coming back and chasing them to the end of a cliff.

"This evil spirit sure seems to hate love and caring to send this thing after us." Atticus said as they ran.

"I... _May_ know something about that." Cherry said sheepishly.

"What happened?" Atticus asked.

"Um... Well... After I ran off, I ended up in this amusement park and met this kid named Nicholas..." Cherry began to explain before telling him everything from up until this moment that she had been through during this adventure.

"I have a feeling that book used its magic to make water splash in his face instead of him pulling a dove or rabbit out of it so the audience would laugh at him; that way it would make him use that spell to cause everyone on Earth to stop caring." Atticus said after hearing everything.

Cherry blinked rapidly.

"Am I right?" Atticus asked.

"You are such a freak sometimes..." Cherry said.

Atticus frowned as that was a little mean.

"Oh! I didn't mean it like that," Cherry said nervously with widened eyes. "What I meant was you are so incredible in solving what starts certain problems at times."

"Ohh..." Atticus gave a small smile. "Sorry, Cherry, it's just whenever someone says 'Freak', it makes me think of Gem Stone."

"Ugh," Cherry rolled her eyes. "Nuts to Gem Stone! Nuts to the Stone family! We don't need her to tell us who's cool and who's not!"

"Yeah, you're right." Atticus nodded.

"Phooey on Gem!" Cherry said.

"Yeah!" Atticus smiled.

"Phooey on all the rich, popular kids!" Cherry continued.

"Yeah!" Atticus repeated.

"Phooey on the people who put pineapple on pizza!" Cherry then said.

"Yeah!-Wait, what?" Atticus replied.

"I think I got carried away." Cherry said sheepishly.

"Just a little." Jason said.

The bird soon continued to chase them. Cherry yelped and they all soon ran from the bird before nearing the edge of a cliff and nearly fell until Swift Heart helped some of them back from falling. Playful Heart Monkey soon climbed up a tree, swung on a vine, and then lunged out to attack the bird while in flight. The bird was about to grab the kids since Playful Heart Monkey wasn't that much of a challenge.

"Playful Heart." Atticus frowned in concern.

The bird flew overhead of the kids, making them yelp a bit before they soon slid down the cliff together.

Playful Heart Monkey cried out and soon fell off of the bird, ending up in the tree, but due to being a monkey, he was alright with that and ended up on a branch before he saw where the kids had fallen to. "Oh, no!"

"We're trapped." Cherry said.

The kids began to look a bit nervous.

"We can't reach them!" Patch frowned as he came with the Care Bears.

Secret Bear soon whispered a suggestion to Friend Bear.

"You're right, Secret Bear," Friend Bear replied. "What we need is a Care Bear Stare; I just hope it works. There's only two of us."

The bird was soon about to try and get the kids again. Secret Bear soon got into a fighting stance.

"Well said, Secret Bear, we've got to try!" Friend Bear replied.

"Shoo, bird, shoo!" Atticus called out while Kim and Jason held onto each other fearfully.

"Yeah, go away!" Cherry added.

"Care Bears... Stare!" Friend Bear called out, using a special power with Secret Bear.

"Care Bear Stare?" Cherry and Atticus repeated curiously.

A blast soon shot out and seemed to scare the bird away, but it was still there.

"The two of us aren't enough." Friend Bear frowned to Secret Bear.

"Maybe if I made up a spell that was like the Care Bears Stare maybe that could help beat that evil creature." Atticus said.

"Uh..." Cherry blinked.

"Hilda and Zelda said we can make up spells as long as they rhyme." Atticus explained to her.

"I... Guess that's true..." Cherry scratched her chin a bit.

"So I need to do is rhyme something with Care Bear Stare and the spell will do the rest." Atticus said.

"Um... Glare... Chair... Mare... Pear...?" Cherry tried.

Brave Heart Lion and Swift Heart Rabbit soon slid down the cliff to go and help Atticus, Cherry, Kim, and Jason. However, a new Care Bear Stare was shown to be shooting against the bird before it could get the kids.

"Those must be from the other Care Bears." Atticus said.

In fact, it was, as the boat was seen coming using a special team effort with the Care Bear Stare against the force of evil.

"Care Bears... Stare!" Friend Bear then called out, doing the same with Secret Bear then.

"I guess I didn't need a spell that time." Atticus remarked.

"Guess so." Cherry said.

The bird was soon defeated, then withered away into nothingness thanks to the Care Bear Stare. Everyone began to cheer and celebrate from the victory. Secret Bear even cheered aloud before yelping as she and Friend Bear slipped from the cliff to join the others on the ground below.

"That was magnificent!" Brave Heart beamed. "Your friends arrived just in time!"

"You said it." Atticus smiled.

* * *

The boat soon docked out and a rainbow bridge came out, allowing Patch and the other Care Bears to come on out.

"Jason! Kim!" Tender Heart Bear smiled as he came out.

"Cherry! Atticus!" Patch added, going with the brown bear.

"Patch? How did you get here?" Atticus asked.

"Drell brought me to Care-A-Lot and I came with the other Care Bears to get you guys." Patch replied as he came up to his owner happily.

"Drell's with you?!" Cherry panicked. "That creepy guy with the mole?!"

"Calm down, Cherry, he wants to talk to you guys after this, but he was worried about you like I was." Patch replied.

"He was?" Cherry asked.

"He cares about us?" Atticus asked.

"He seems to," Patch replied. "Even if you guys were being annoying earlier."

Atticus and Cherry simply blushed out of embarrassment.

"I guess it was a little silly..." Atticus said. "Cherry, I'm so sorry I wasn't listening to you. We should've talked about it before the final boss of the game."

"Then maybe we could've used both powers and we wouldn't have had that childish fight." Cherry replied.

"Yeah." Atticus nodded.

Patch smiled as he looked very happy that the two best friends had now made up and realized how dumb they were acting.

"I'm glad you're all alright." Tender Heart Bear smiled to the kids.

"Thanks to our new friends." Kim smiled back.

"Yeah, without them, we wouldn't be here." Atticus added.

"I know exactly what you mean." Tender Heart Bear smiled as he looked back to the others on the boat, mostly to the penguin, elephant, and raccoon.

"I think things will go along a lot easier now that we're together, Brave Heart." Lotsa-Heart smiled to the lion.

"I wouldn't agree with you more, Lotsa-Heart," Brave Heart agreed with the elephant as he hugged the bunny and monkey beside him. "Soon, you'll be out of the Forest of Feelings, then your journey will really begin."

Kim seemed to frown from that.

"You're not coming with us?" Jason asked.

"Well, uh, yes... If you think we could help." Brave Heart replied.

"You sure can." Patch smiled.

"We'd be glad to have you along!" Tender Heart Bear added. "We can use all the help we can get!"

"Well, in that case..." Brave Heart smiled before roaring like the lion he was.

Lotsa-Heart then let out a very loud trumpet that nearly shook the forest.

"What was that?" Cherry asked.

"We're gonna call for all the Loyal Hearts, wherever they may be!" Brave Heart replied.

"Ooh." Patch smiled.

* * *

Eventually, more animals which were like the Care Bears began to arrive which were a puppy, a kitty, a lamb, and a pig who soon met at the end of a cliff before dropping down to be with the Care Bears and the other animals once they were summoned.

"How much of these animals _are_ there?!" Cherry asked.

"I think that might be all of them." Atticus said.

The Care Bears soon happily danced along with the other animals who seemed to be apart of the same family as them, even though being different species entirely before they soon loaded up on the boat.

"Now it looks like Noah's Ark." Cherry said.

"Really does." Atticus nodded.

The kids and animals soon got on board of the cloud boat.

* * *

The spirit and Nicholas soon saw this from the cauldron, though, the blonde boy seemed to be asleep.

"They're on their way." The face said.

Nicholas jolted a bit from that, making a glass fall and break on the floor. "H-Here?" he then asked.

"You'll be ready for them~" The face smirked to him.

"How?" Nicholas asked, looking into the brew.

"By completing your final spell!" The face replied.

"Final spell?" Nicholas asked the face.

"YES!" The face replied. "You must gather the elements carefully, and when those four children arrive, they are all that must be left of caring!"

"You don't mean...?" Nicholas frowned.

"Yes!" The face replied again. "Everyone must be taught the lesson!"

"But-" Nicholas started with a frown.

"Don't you see, Nicholas?" The face smiled evilly to him. "It's too late to stop now! You must finish what you started. THERE'S NO TURNING BACK!" she then laughed wickedly as she summoned magic onto him.

Nicholas blinked before he then laughed evilly with her as he was now controlled by her magic.

"I gotta tell the kids!" Drell said before standing up.

* * *

**_Meanwhile back with Atticus and the others..._**

The boat came through the Tunnel of Love as kids were causing mischief and misery.

"A world without caring?" Brave Heart frowned. "This doesn't look like the Earth you talked about."

The boat soon docked to shore and they began to get out of the boat.

"We've got to stop it before it gets worse." Tender Heart Bear said.

"And we will." Atticus replied.

Brave Heart crossed his arms a bit.

"I don't think this place could get any worse." The lamb pouted.

"Nicholas and the spirit must be around here somewhere!" Tender Heart replied bravely. "We've got to find them as quickly as possible. I suggest we split up."

"Agreed." Cherry said.

"Yes," Brave Heart then added. "The first ones to spot them, warn the others. Okay, let's go get them!"

The groups soon went to get going.

"Jason, do you still have the key that I gave you?" Tender Heart asked.

Jason checked his pockets before taking the key out with a smile. "Sure do."

"Good," Tender Heart replied. "No promise me that you, Atticus, Cherry, and Kim will stay as far away from the spirit as you can."

"But we want to help." Atticus said.

"You can help us by guarding that key!" Tender Heart replied.

"But!" Jason spoke up.

"If we lose that key, guys, we can never win!" Tender Heart told them.

"We won't let the key out of our sight." Cherry said.

"You can count on us." Jason smiled.

Tender Heart smiled back from that before they soon continued on their adventure.

_'Here we go.'_ Atticus thought to himself.


	6. Chapter 6

Patch went to go with the pink Care Bear and the green lamb who was known as Gentle Heart Lamb. They snuck by the magician's caravan before hiding away as the door suddenly opened. Nicholas laughed rather darkly as he came out the door and soon ran off.

_'The evil spirit must have over taken him with evil magic.'_ Patch thought to himself.

Love-A-Lot and Gentle Heart tried to be careful as Nicholas went to get ingredients for his spell, going into the trash as the animals hid under the caravan before chuckled.

"Three apple cores," Nicholas chuckled darkly. "Just what I need!"

Patch went to hide with the Care Bear animals.

"Aha! One spider web!" Nicholas grinned, luckily not seeing them as he grabbed a spider web with a spider still on it. "My list is almost complete!"

_'Must be a list of ingredients.'_ Patch thought to himself.

Patch was soon dangling on the other side with Gentle Heart and Love-A-Lot.

"A few more items... A few more magic words... And presto!" Nicholas beamed as he ran off. "A world without love!"

"L-L-L-Love-A-Lot, P-P-Patch, did you hear that?" Gentle Heart bleated nervously.

"We have to get word to the others before it's too late." Love-A-Lot suggested.

"Come on then." Patch said as he ran off with the bear and lamb.

"Hmm... Let's see; apple cores, spider's web, milkweed pod..." Nicholas said as he checked the items in his bag.

There was a rummaging heard from behind a ball throwing game booth.

"Huh?" Nicholas blinked and went to go that way to check it out, he then looked around before finding Cozy Heart Penguin and Secret Bear posing as stuffed animals, then grabbed something in between them. "A cigar butt! I almost missed it. Now, one last thing to find..." he then took off ominously.

"Phew." Cozy Heart and Secret Bear both sighed in relief.

Some tomatoes were soon seen being thrown before Playful Heart Monkey and Friend Bear were seen running.

"There they go!" One kid laughed before going to chase after them with his friend.

The other kid kicked a box out of the way as he ran with the first kid while the animals ran away together. Friend Bear and Playful Heart Monkey soon hid behind what was like a pipe organ.

"Phew! That was close." Playful Heart Monkey said before accidentally leaning on a lever, and where it caused carnival music to start playing.

Playful Heart Monkey and Friend Bear went to run off only to bump into each other and fall in the middle of the ground. Everyone else soon came out of their hiding places together.

"This way," Cherry suggested before running with Atticus, Kim, and Jason, only to run into Nicholas. "Uh-oh!"

Nicholas glared at them which soon made them stand up and run away from the blonde boy. Atticus, Cherry, Kim, and Jason soon ran into a fun house. Nicholas grinned as he went to go after them in there. Cherry walked carefully across a rickety bridge with the others. Once Nicholas came inside, the bridge seemed to shake with them on it before they made it on the other side, but he kept coming after them.

"Ooh, I don't like stairs." Cherry groaned as she saw a staircase going down.

"Don't worry, we'll get through this together." Atticus assured her.

Cherry soon tried to carefully walk down the steps with the others. However, the stairs soon turned into a slide which made them all slide down in surprise. Nicholas soon slid after them as Swift Heart Rabbit and Bedtime Bear stood by the levers and pulled one lever to make the slide back into stairs to make him trip down the stairs as the kids came into a swirling hole that would spin them around a bit.

"Someone make this thing stop!" Cherry yelped.

"Don't throw up!" Atticus told her.

"Saying 'don't' doesn't make me stop!" Cherry replied.

Nicholas growled as the kids kept trying to crawl out, but the hole was spinning too fast. Champ Bear and Lotsa-Heart Elephant soon pulled on the ropes to make the hole stop. And with it stopping spinning, the kids got out of the hole before Nicholas. Cherry panted and grunted before she soon went to catch up with the others.

Nicholas soon ran after them only for the hole to start spinning again. "Eraknoo!" he then called out which made the hole stop spinning and he fell on the ground since he stopped spinning at the top as he ran out of the fun house to look for his victims.

* * *

Soon enough, Cozy Heart Penguin came out of the water of the dunk tank, splashing Nicholas in the face. Nicholas glared and then came to zap Cozy Heart, but missed as the penguin ducked, leaving a scorch on the stand in front of the penguin. He then grinned, about to go right for the penguin.

"Hey!" Swift Heart called out before running toward the blonde boy and hopped over him before running the other way.

Nicholas soon continued to try to zap Swift Heart as Cherry, Atticus, Kim, and Jason hid behind the face-hole stands and they hid away while Swift Heart hopped around while mocking him. And where he kept on trying to zap the bunny but kept missing. Swift Heart kept hopping until he then tipped over some trash, ending up in the trashcan lid, spinning around a bit.

Nicholas grinned as he then went to zap the bunny, until looking down to see that he had stepped in some gum which made him smile rather than feel annoyed. "That's it! Icky, sticky bubblegum! I can add these ingredients to my final spell!"

Swift Heart looked relieved that Nicholas didn't zap her and soon ran off as Nicholas collected the gum off of his shoe.

"Let them try and stop me now!" Nicholas grinned before running off back his lair. He began to laugh as he made his way into one of the rides.

"Creepy kid..." Atticus shuddered.

"Almost looks like Judge Doom's true form." Cherry commented nervously.

"Uh, Cherry, where are Kim and Jason?" Atticus asked as he saw Kim and Jason were missing.

"They're right here." Cherry gestured outward.

Kim and Jason weren't beside her now.

"Oh... I guess they aren't." Cherry then gulped.

"They must be hiding." Atticus said.

Cherry and Atticus soon went to go and find Kim and Jason, hoping that they wouldn't get lost or taken by Nicholas.

"When I first heard of these Care Bear things, I thought maybe we were gonna have to hug a kid to make them happy and not let the whole world go to-" Cherry muttered a bit.

"Hello!" Atticus then called out. "Where _are_ the other Care Bears?"

"They must be hiding too." Cherry said.

Cherry and Atticus began to look around for the lost kids and the Care Bear family.

* * *

They soon saw colorful spots in the carousal and went that way, luckily finding them as they seemed to also be looking for Kim and Jason.

"Kim and Jason must be hiding really well." Patch said.

"Stay close to us, Patch." Atticus told his dog.

"Guys, you see Kim and Jason?" Cherry asked the Care Bear family.

"You mean you haven't seen them?" Love-A-Lot Bear frowned in concern.

"Maybe they're hiding or afraid to show themselves." Gentle Heart Lamb shivered nervously.

"It might be safer for them if they're hiding." Atticus said.

Tender Heart soon slid down a pole as he had a suggestion. "Okay, Brave Heart, you round up your friends and try to find Kim and Jason," he then suggested to the lion. "Care Bears? Follow me."

"What are you gonna do, Tender Heart?" Cozy Heart asked the brown bear.

"We have to try and get through to Nicholas." Tender Heart replied.

"And make him believe that we really do care about him." Share Bear said as she slid down a pole before joining Tender Heart.

"And that he really cares about everything else." Love-A-Lot Bear added while going with them.

"With the Care Bear Stare?" Cherry guessed.

"That's right, Cherry." Share Bear told the perky goth.

"I wish there was someway we could spread our feelings like that." Gentle Heart Lamb pouted with the other animals.

"Just by showing someone you care is enough." Atticus smiled.

"There's always ways of showing you care, Gentle Heart," Love-A-Lot Bear added. "Always."

"Let's go!" Brave Heart told the other Care Animals. "We don't have much time!"

"Come on, Cherry, we gotta help!" Atticus said, running off with the Care Bears.

Cherry looked over and then followed after him.

* * *

**_Meanwhile in the castle ride..._**

Nicholas cast a new spell as he began to look more and more evil from the spirit controlling him.

"Good... Now the final ingredient," The spirit replied wickedly. "Quickly!"

Nicholas then took out his shoe which had the gum on it, though he seemed to stop himself.

"Why are you stopping?!" The spirit glared at him.

"I-I-I... I don't want-" Nicholas stammered.

"You don't want to? You must! You can't care about anything!" The spirit told him.

"NO!" Tender Heart Bear cried out as he soon appeared.

"It's too far to stop! You can't stop!" The spirit controlled Nicholas again as Cherry, Atticus, and the other Care Bears arrived in a roller-coaster.

"Stop!" Tender Heart Bear cried out, but the shoe soon went into the cauldron before steam shot out as the spirit laughed.

"Oh, no!" Atticus and Cherry frowned.

The evil spirit laughed wickedly in success.

"Nicholas!" Tender Heart cried out as he ran to the blonde boy. "Nicholas! Nichol-"

"You're too late!" Nicholas glared, putting his cape over him like a sinister villain. "TOO LATE! Now the spell is cast!"

"Uh-oh..." Cherry gulped.

"We care about everyone," Tender Heart frowned to the blonde boy. "Even when they don't care about us."

"And right now, the one we care about the most is you, Nicholas!" Friend Bear added. "You!"

"I may not act like I care all the time, but I care deeply for my friend, Atticus," Cherry said emotionally. "He's my brother figure and my friend! Oh... It's not working..." she then sulked a bit.

"Care Bears, get ready," Tender Heart told the others. "Care Bears... Stare!"

"Atticus, time to make up a spell." Cherry said.

"All right... I'll try." Atticus replied.

The Care Bears soon began to shoot out their magic toward Nicholas.

"You shouldn't miss by a hair... It can seem stronger than your mother's death glare... Let me help these Care Bears Stare!" Atticus soon recited his own made-up spell.

And with that, Atticus's very own Care Bear Stare shot out with his magic. Nicholas flinched as he got hit by the Care Bears' magic along with Atticus's ability before he soon stood up, looking slightly entranced.

"YOU DON'T CARE!" The spirit advised to Nicholas. "**YOU DON'T CARE!**"

The spirit soon began to use her own magic to pull Nicholas away and shove off Atticus and the Care Bears.

"Whoa!" Atticus yelped.

"Atticus!" Cherry cried out in a panic.

The roller-coaster soon rode backward with them on it. Tender Heart and Friend Bear were soon grabbed next and thrown back onto the roller-coaster with them.

"Now... The very last four children..." Nicholas sneered before laughing maliciously.

The group soon ended back out of the ride.

"What happened in there?" Lotsa-Heart Elephant asked.

"The Care Bear Stare didn't work, and Atticus used some kind of special power!" Friend Bear replied.

"The spirit's power is too strong!" Share Bear added.

"And still no Kim and Jason, I see." Cherry sighed.

"Dang it." Atticus said.

"Where are they, Brave Heart?" Tender Heart soon asked the lion.

"We can't find them anywhere." Brave Heart frowned.

"Uh-oh! Look!" Love-A-Lot Bear pointed out as the castle seemed to be glowing.

And where they soon saw Nicholas coming out. Cherry and Atticus both shuddered as Nicholas looked pretty scary right now.

"Nicholas?!" Cozy Heart cried out.

"Where are they...?" Nicholas hissed.

"You'll never find them!" Patch told him.

"As long as Kim, Jason, Cherry, Atticus, and Patch still care, his spell's not complete!" Friend Bear told the others about Nicholas.

"Maybe we can still save him.." Bright Heart Raccoon suggested.

"We can still save him." Tender Heart clarified.

"Yeah." Patch nodded.

"But h-h-how?" Gentle Heart Lamb asked.

"Just feel it!" Tender Heart advised. "Care Bears!"

The Care Bears all lined up then and Atticus came to join them. Suddenly, Drell appeared with Grumpy Bear and Good Luck Bear.

"Ha! Well, whatya know?" Grumpy Bear smiled. "The Rainbow Rescue Beam worked!"

"Yep sure did." Drell nodded before using his magic to turn Atticus and Cherry into Care Bears.

"Wah! What the-?!" Cherry yelped.

Drell soon walked over to them.

"Did you just get taller?" Cherry asked, looking up at Drell.

"Nope." Drell replied, handing a mirror to show Cherry and Atticus that they were both now Care Bears.

"W-We're Care Bears!" Atticus and Cherry said, looking surprised.

"Yep," Drell replied. "This way you can help out with the Care Bear Stare," he then looked to Grumpy Bear. "I guess you haven't met the cousins yet since you didn't know who they were when I was talking about them earlier."

"Who are these cousins you're talking about?" Grumpy Bear asked.

"That's what I thought," Drell replied, not answering that question. "Anyway, yes, Atticus, Cherry, you're now Care Bears."

Atticus and Cherry soon took a look at what their fur colors were and what their Belly Badges were. Atticus seemed to be crimson red with a golden badge with a heart on it as his Belly Badge and Cherry seemed to be light blue with an open book on her Belly Badge which had a heart on it.

"Do we have special names?" Cherry then asked.

"I don't think so, but I'm dubbing you Strong Heart Bear and Book Nerd Bear." Drell replied.

"Book _NERD_?!" Cherry asked.

"Just kidding... I meant 'Book_worm_'." Drell chuckled.

Cherry simply pouted at that, but it was better than nothing. Nicholas soon came out as the Care Bears joined together.

* * *

"I hope this is enough." Wish Bear said about the help.

"Where are they?!" Nicholas glared. "Where are you hiding the boys and girls?!"

"You don't know what you're doing, Nicholas!" Patch replied bravely. "Listen to your heart, and you'll find the truth!"

"Patch is right, Nicholas!" Tender Heart added.

"**WHERE ARE THEY?!**" Nicholas demanded.

"Care Bears, STARE!" Tender Heart told the others.

"That means you too." Drell told Cherry and Atticus.

"How do we do it?" Cherry asked.

"Just focus on your being and release it to him, it's like a Ki." Drell explained.

"Good to know." Atticus said.

"Yeah, so go in there and stop the evil spirit... I know these Care Bears can do it like their ancestors." Drell replied.

"Their ancestors?" Cherry asked. "You mean there's more of these things?"

"In a way, yeah," Drell said. "Of course, when I was a kid, they were The Gummi Bears."

"Understood." Atticus said.

"Now go get him," Drell told them. "I believe in you both."

"Really...?" Cherry asked like she didn't believe that.

"Go on... Have fun... I'll see you after this." Drell encouraged a bit.

Atticus and Cherry soon joined the Care Bears. All of the Care Bears soon used their power as Atticus and Cherry then joined in to help out. Nicholas just laughed with the evil spirit as he stood there, holding the book like an evil villain.

"Guys, we should help out." Patch told the Care Bears cousins.

"You know what? You and Tender Heart are right," Brave Heart smiled. "We can do it! But we have to do it together."

"Well said, Brave Heart." Patch agreed with the lion.

"Do what?" Cozy Heart asked.

"We have to help out... Um... You do your animal calls." Patch suggested.

"Yeah! Animal call!" Brave Heart Lion agreed before roaring.

"There ya go!" Patch beamed.

The Care Bear Cousins soon did their animal calls to help out with the Care Bear Stare.

* * *

Eventually, Nicholas began to look weak like he was using all the evil left in his controlled mind.

"No!" The spirit cried out. "Nicholas!"

The Care Bears, Atticus, and Cherry soon stopped their Care Bears Stare as they got exhausted and so did the Care Bear Cousins. The spell Drell used on Atticus and Cherry soon wore off as they were now back to human.

"You did your best, don't get your hopes up." Drell told Atticus and Cherry to soothe them, showing he wasn't mad.

Nicholas laughed as he was back in evil control.

"Guh... You were right about the Judge Doom thing." Atticus commented from how Nicholas looked right now.

Patch soon went up to Nicholas along with Kim and Jason.

"Kim and Jason?" Cherry muttered in surprise.

"Kim! Jason! No!" Tender Heart cried out.

"It's them!" The spirit smirked while Nicholas looked a bit insane.

"This is up to them now." Drell told the group.

"Are you sure?" Atticus asked.

"Yes... Friendship is magic." Drell replied.

"That's a cartoon." Cherry said.

"Oh, there's more to it that you don't know, especially in the land of Equestria." Drell replied.

"Yeah, like that's a real place." Cherry rolled her eyes.

"Sorry, Drell, but we'll believe it when we see it." Atticus added, though tried to be nicer about it than Cherry.

"Hm." Drell firmly pouted to them.

"Nicholas, we care about you!" Jason soon told the blonde boy. "We used to be like you! We thought nobody cared!"

"But we were wrong!" Kim added. "We wanna be your friend, Nicholas!"

"Yeah!" Patch nodded.

Kim and Jason looked over to Patch in slight surprise.

"We'll all make sure you're never alone again!" Atticus soon said.

"Believe us, Nicholas!" Cherry soon added. "Please... Believe us."

"I... I... I..." Nicholas replied as he sounded different again. "Believe you."

"No, you can't!" The spirit told him.

Nicholas held the book out a bit.

"**DON'T DO IT!"** The spirit sneered. "_You_ don't care, _they_ don't care!"

Nicholas soon grunted as he tried to close the book. Luckily for him, he was soon successful.

"Phew..." Drell sighed in relief from that.

Nicholas soon fell onto the railroad tracks while shoving the book shut.

"Okay, now... The key!" Tender Heart signaled Jason. "The key!"

Jason soon brought out the key which would lock up the book.

"I... I can't hold it... Much longer!" Nicholas strained a bit.

Jason then took out the key before the evil spirit soon shot at the key, destroying it instantly.

"Well... I didn't see that one coming." Cherry said.

"Secret Bear, we could use a new key." Drell told Secret Bear.

Secret Bear nodded and rushed over to Jason's side.

"Wait, what...?" Cherry asked.

Secret Bear then used her power to bring out a new key to use before Jason took it and used it to lock the book shut.

"I did not see that coming either." Cherry said.

"Makes me wonder why Tender Heart gave that key to Jason in the first place." Drell rolled his eyes.

"Probably to make Jason feel important." Atticus suggested.

Eventually, the book was locked up and Nicholas could relax now since the evil spirit had been defeated which had the Care Bear family begin to cheer.

"Whew!" Drell sighed. "That was close."

Nicholas looked wore out, but gave a small smile to Kim and Jason. "Thank you."

Kim and Jason smiled back, though Kim looked bashful to him from his smile. Nicholas soon threw off the cape as they came to join the Care Bear family in their celebration.

* * *

"No wonder you didn't know about your cousins yet, I forgot that this was before you all met." Drell soon said to Grumpy Bear about the other animals in the Care Bear family.

"How did you know?" Grumpy Bear asked him.

"I know all and see all," Drell replied. "I'm a very knowledgeable, very strong, very handsome warlock."

"Two out of three ain't bad." Cherry whispered.

"Is that whispering I hear?" Drell soon asked, a bit sharply.

Cherry cupped her mouth and backed up nervously.

"Anyway, we better go wake up Fettucini." Drell said.

"You know that he's asleep?" Cherry asked.

"Cherry, I told you, I know everything," Drell replied. "I also need to talk with you and Atticus once you go back home to Greendale."

Atticus and Cherry both felt nervous about that.

"I almost forgot about Mr. Fettucini." Nicholas said.


	7. Chapter 7

Nicholas soon rushed to Fettucini's trailer. He came to the door, though to his surprise, his boss was awake and active.

"It's shooowtime!" Fettucini announced happily.

"Uh...?" Cherry blinked.

"Mr. Fettucini, I'm sorry." Nicholas frowned to the adult man.

"The spell must have finally wore off." Drell whispered to Cherry.

"Nicholas, I just had the most wonderful dream!" Mr. Fetuccini beamed to the blonde boy, wrapping his arms around him. "I dreamt I changed my poster, so that's what I'm going to do! Now it'll read: 'Fetuccini & Nicholas'. So, what do you say? A partnership?"

"A par... A par...?" Nicholas stammered in shock.

"Oh, all right," Fetuccini rolled his eyes at first. "'Nicholas & Fetuccini'."

'I guess all he needed was a dream to help him treat Nicholas with some care.' Drell thought to himself. He soon looked over to Atticus and Cherry with a bit of a hopeful look.

"Oh, thank you so much!" Nicholas beamed as he shook hands with his boss. "You won't be disappointed, I promise! I can't believe this! I owe it all to the Care Bears, and-"

"Who...?" Fetuccini glanced at him.

"Um, they're friends," Nicholas replied. "Friends, Mr. Fetuccini... Just friends."

"And that's what a magic show is all about." Cherry said.

"Oh, you're quite right, little girl!" Fetuccini chuckled to her.

"This is gonna work out just fine." Cherry sounded proud.

"Yes, it is." Drell nodded.

Cherry just glanced at him a bit. The magician and his little helper soon went back into the caravan as things were going to be just fine between them from now on. Best of all, Nicholas learned that the best way to make friends was to be a friend.

* * *

"And now, Tender Heart, these other animals from the Forest of Feelings will join your Care Bear family," Drell told the brown bear. "Brave Heart Lion, Bright Heart Raccoon, Cozy Heart Penguin, Lotsa-Heart Elephant, Gentle Heart Lamb, Playful Heart Monkey, Proud Heart Cat, Swift Heart Rabbit, Loyal Heart Dog, and Treat Heart Pig."

"That's right." Tender Heart nodded.

"And they'll be staying in Care-A-Lot with you... Uh, if Grams Bear is cool with that." Drell replied.

"I think she will be, sir." Tender Heart gave a small smile.

Eventually, Cherry, Atticus, and Patch came into Care-A-Lot with the Care Bear family before they would go back home from a very unexpected and valuable with lessons on friendship adventure.

"Friends from the Forest of Feelings have proven to everyone that there's always a way to show that you care!" Tender Heart smiled.

Tugs and Hugs soon grabbed onto a firecracker before pulling on both ends which exploded in their paws as they sat in Brave Heart's arms. Patch found the two baby Care Bears cute.

"And so the purpose of this Festival Occasion is to let all bear witness the inauguration of our friends into the Care Bear family!" Tender Heart announced as everyone took out party hats and noisemakers.

"Yaaay." Cherry clapped while Atticus and Patch cheered a bit louder and happier for the Care Bear Cousins.

_'And which they'll be getting their very own Belly Badges.'_ Drell thought to himself.

The three adventurers soon saw the warlock.

"What the-?! Where did you come from?!" Cherry asked.

"Just wanna make sure this goes as it's supposed to." Drell smiled innocently.

"That's nice of you." Atticus said.

"You are creeping me out, man." Cherry added.

"Oh, children, I'm more than in charge of the Magic Council," Drell replied. "I'm also your guardian."

"Guardian?" Patch asked as he scratched behind his ear a bit. "You mean you look after them?"

"Yes, I was trusted to do so once they've both been... Erm... 'Produced', I should say." Drell said with air quotes.

"Uh, okay?" Cherry and Atticus replied.

"I'll explain more later." Drell told them.

The Care Bears began to celebrate with a song which they all seemed to like, except for maybe Grumpy Bear.

"Still grumpy as ever." Drell said.

"Well, it's my name." Grumpy Bear replied.

"A Care Bear named Grumpy... Go figure that one out." Cherry remarked.

Eventually, the Care Bear Cousins were now given their very own Belly Badges which made them very happy to be apart of the family.

"Now let's go see how Nicholas is doing at the magic show." Drell said.

"Um, yes, sir." Cherry replied.

* * *

Drell soon sent them back to the amusement park to check on Nicholas as the park looked flooded with guests.

"Excuse me... Pardon me..." Atticus said as they walked through the crowd.

They soon made it to the magic show.

"Uh, are you okay with magicians, sir?" Atticus asked the warlock.

"They amuse me," Drell smirked, crossing his arms as he disguised himself as a tourist. "The idea of mortals learning magic is just hilarious to someone like me."

They then quieted down as they sat down to watch the show.

"Ladies and gentlemen, The Amazing Nicholas will now pull a dove out of his hat!" Nicholas announced before taking off his top hat to take out a handful of cards before it soon turned into a bird in an instant.

_'Impressive.'_ Cherry thought to herself.

The crowd really loved that trick and Fetuccini chuckled a bit from backstage.

"That's my boy!" Fetuccini smiled proudly. "Bravo, Nicky, bravo!"

Nicholas beamed as that made his day before finding Atticus, Cherry, Kim, and Jason in the audience.

"Hey, Jason, aren't parents great?" Kim smiled to her brother as they were with a couple of adults.

"Yeah." Jason smiled back as they looked to their new parents.

Atticus and Cherry looked happy for Kim, Jason, and Nicholas. Kim and Jason's new parents soon hugged their new children as they were now going to live happily ever after.

* * *

Sometime after the show, Nicholas came to Kim and Jason, though he bashfully clapped his hands before taking out his top hat to bring out a bouquet of flowers for Kim.

"Oh, Nicholas, how sweet." Kim smiled from that, accepting the flowers and sniffing them.

"Looks like Kim and Nicholas are getting pretty close." Drell whispered to Atticus and Cherry.

"Really does," Cherry replied. "Should we go home then?"

"Yes, I think it's time you all go home, then I must talk with you both about what you did today." Drell said to them.

"Don't worry, Drell; me and Cherry already know that our fight in the arcade was childish." Atticus told him.

"I'm glad, but that's not all." Drell said.

* * *

Eventually, they were taken away from where they were and were now in the warlock's office and their parents appeared to be there too.

"Mom... Dad..." Cherry and Atticus said in surprise.

"All right, I know we all met when you first met Sabrina on her birthday and found out that she was a witch, but I know you two very well even if you think that time was our first meeting," Drell told the childhood best friends. "Atticus, I've known your father since the days of King Arthur."

"Dad, I knew you were old, but not _that_ old." Atticus said sheepishly to Patrick.

"Wiccans age just as much warlocks and witches and wizards." Patrick told his son.

"So... Aunt Delilah...?" Atticus asked.

"Yes, she's a bit old too," Patrick replied. "Like Drell and Sabrina's aunts Hilda and Zelda."

"What about you, Mom?" Atticus asked his mother.

"It's a little different with me," Emily replied. "My sister and I ran away to Mermaid Lagoon in Never Land quite some time ago until we later on left and met the two men we fell in love with. I'm not as old as your father, but I'm a little older than most mothers."

"Whoa." Atticus and Cherry said.

"And I thought my daddy was old." Cherry said.

"Cher Bear!" Bud pouted.

"Daddy~" Cherry replied.

"Anyway..." Drell interrupted a bit. "I'm not sure how to explain this, but you two were born under a very special prophecy. I'm not sure why The Fates chose you two out of a billion others, but you were supposed to meet at a young age. The only way was for your parents to give you up for adoption at an orphanage since your families never knew each other, and you were asked to be brought to a certain spot, and that was the orphanage that you two grew up in until Cinderella's father adopted you."

"And we're happy that we got to become a part of her family." Atticus said.

"You were both born under the alignment of the planets," Drell continued to explain. "The Fates said that two unlikely children would be chosen to go on various adventures such as these. Why the Fates chose you, I'm afraid even I don't know."

"I thought you knew everything." Cherry replied.

"Well, I didn't know about this one." Drell said.

Cherry and Atticus shrugged.

"And... I'm gonna need your parents to fill out these forms if they want their request to be granted." Drell said, taking out stacks of some paper.

"Uh... What request?" Atticus asked.

"Since you now know of your adventures, we trust Drell to let you or anyone else you might want to come along with you to go on future adventures, and you'll be his students," Emily informed. "He'll teach you about magic, other worlds, and how to be stronger and more powerful for when you two grow up and have your own children."

"Ooh." Atticus smiled.

Drell handed the large stacks of paper to Cherry and Atticus's parents, handing them some pens for their initials and signatures.

"W-Wait! Don't we get a say in this?" Cherry yelped. "Hello?!"

"Oh, sure," Drell replied before taking out a beetle in his hand. "I'll just let this bug bite you and you'll have no memory of me and live a totally normal and boring life with no adventures."

"Wait, what?" Cherry asked.

The beetle soon crawled out onto her, about to bite her on the nose.

"Get away!" Cherry flicked the bug away, backing up against the corner.

The beetle continued to follow her everywhere she moved, trying to bite her.

"Does it have to be a bug?!" Cherry cried out, hiding behind Drell with fear and disgust.

"Your choice, Cherry," Drell smirked a bit with his hands behind his back. "You can either let the beetle bite you and be an average, normal kid with no adventures, or you can work for me for the rest of your life."

Cherry gulped before groaning as she already knew what the answer was as she stood by Atticus. The beetle continued to chase her.

"Are we in agreement?" Drell asked.

"Yes..." Cherry groaned. "Just make that bug leave me alone!"

"Good." Drell soon said, trapping the bug in a jar before making it disappear.

"Whew." Cherry sighed.

"Now... Uh... When you say the rest of our lives...?" Atticus asked.

"Or mine... Whichever comes first..." Drell shrugged.

"What about school?!" Cherry asked.

"I'll take care of that," Drell said. "Plus sometimes, it'll be like you never left when you get back home."

"Whew." Atticus sighed.

"Also, Tender Heart Bear wanted me to give these to you." Drell said, taking out a box.

The box soon opened on its own from magic, showing badges that resembled their Belly Badges from becoming Care Bears to help destroy the evil spirit.

"Are those for us?" Cherry asked.

"Yes," Drell replied. "You guys really did a great job, even by restoring your previously broken friendship."

Their badges were soon placed on their shirts. The parents looked very happy for their children.

"This is going to be a great experience... Going on adventures like this." Drell smiled to them a bit.

"I guess so." Cherry said sheepishly.

"This is going to be so exciting." Patch smiled.

"Patch can come too, right?" Atticus asked hopefully.

"Sure, on some occasions," Drell replied. "I'm sorry for leaving you out when I wanted to test Atticus on how strong he was when we all first met when Sabrina asked to turn back time, Spot."

"It's okay, I understood... I just missed Atticus a lot since I was just adopted by him around then." Patch said.

"And not just Patch, but also Mo." Drell said.

"Mo too?" Atticus blushed.

"Yes, Mo too, ya little lover boy." Drell smirked, playfully pinching his cheek.

Atticus looked a bit bashful again as he looked hopeful and excited about upcoming adventures with Mo, after all, they first met during one.

"And as for others, you'll have to be surprised." Drell told the adventure duo.

Cherry and Atticus glanced to each other as this was surely going to change their lives. Later on, they were soon back home in the Spellman house from before they were sent away suddenly.


	8. Chapter 8

Sabrina peeked her head out of her bedroom door to see them.

"It's okay, 'Brina, we're not fighting anymore." Cherry told the blonde witchling.

"Whew." Sabrina sighed.

"We made a little ruckus, huh?" Cherry asked.

"A little ruckus?!" Hilda replied as she came by with Zelda. "You two were at each other's throats worse than Cain and Abel!"

"Okay, then a bit of a big ruckus." Atticus said.

"You two were such a handful," Zelda commented. "I thought Hilda and I had crazy fights when we were your age."

"Yeah..." Sabrina added. "I don't think I've seen anything this crazy since Betty and Veronica would fight over Archie."

"Um... Friends of yours...?" Cherry asked.

"Well, you know I used to live in Riverdale before I moved here when I was 10, right?" Sabrina reminded.

"Yeah." Cherry and Atticus replied.

"These two girls Betty and Veronica would fight over our friend Archie to be his girlfriend," Sabrina then said. "It was insane!"

"Did he ever choose?" Atticus asked.

"I don't think so..." Sabrina shrugged with a small sigh. "I miss those guys a lot. We were pretty close."

"Aw, Sab..." Cherry said softly. "Uh, maybe you'll see them again sometime."

"That would be nice," Sabrina said. "I swear, my parents divorcing and me moving here with Aunt Hilda and Aunt Zelda was probably the hardest moment of my life, and now I can never see my mother again."

"That stupid rule." Atticus huffed a bit about Sabrina's mother turning into a ball of wax if the girl ever saw her mother since she was part witch due to the Witch's Council frowning upon mortal/witch relationships.

"If only we could go visit them." Patch said.

"I'm sorry, dears, but there's nothing we can do, but Sabrina's father can visit from the realm he lives in now." Zelda replied.

"I guess..." Atticus said. "It just sounds so unfair for Sabrina. She can't see her parents anymore."

"Well, the Witch's Council isn't about fair." Salem told him as he should know.

"But what about visiting her friends in Riverdale?" Patch asked.

"Visiting Riverdale? Well, I suppose that would be harmless," Hilda smiled. "If we can find a way to get in touch with them. Uh, Sabrina? What did you say Archie's last name was again?"

"Andrews." Sabrina replied.

"Archie Andrews... Shouldn't be too hard to look up in The Yellow Pages." Hilda then said.

"Yeah." Mo smiled as she walked in.

"Hey, Mo." Atticus smiled back.

"Are you two friends again?" Mo asked Atticus and Cherry.

"Yep." Cherry replied.

"That's a relief." Mo smiled.

"Shouldn't be too hard to track down your old friends." Zelda told her niece.

Sabrina gave a small hopeful smile as seeing her old friends would be nice for a little while.

* * *

"And that's the story on how we first met the Care Bears and learned how important friendship was." Atticus's voice soon said, showing that he was an older man now, and carried a young girl on his lap which was his granddaughter as he told the story to her and the other children.

"Alright, kids, time for bed." Mo's voice said, showing to be an older woman.

"Aww..." The kids pouted a bit.

"Come now, early to bed, early to rise, makes a child happy, healthy, and wise." Mo replied as she came to pick up the young girl from Atticus's lap.

"Can't we hear another story, Grandpa?" The girl asked Atticus.

"Maybe tomorrow, Hazuki." Atticus smiled.

"Okay." Hazuki smiled back.

"Time for sleep," Mo smiled to their granddaughter. "Go with your brother and your cousins."

Hazuki soon hugged them both good night as she went to bed with the other kids.

"Such a sweet little girl." Atticus smiled about Hazuki.

"She gets it from her mother." Mo smiled.

"Yes..." Atticus smiled back as he came to Mo before hugging her. "Let's get some sleep too."

"Probably a good idea." Mo had to agree.

* * *

They soon went to leave the room as their grandchildren went to go to bed, though Hazuki opened one eye once her grandparents were gone as she soon smiled and looked out the window. Tender Heart Bear was shown to be there, waving to her.

"It's true." Hazuki whispered in amazement to the Care Bear.

Tender Heart Bear nodded before he saw her sneaking out of bed and opening the window.

"Thank you for helping my grandfather and his friends," Hazuki smiled. "I guess now I know how to make friends."

"I'm sure you'll have plenty of friends someday, Hazuki," Tender Heart smiled back. "Don't you have one now?"

"Wilbur Robinson?" Hazuki asked bashfully. "Erm... He's kind of more like my brother than a friend."

"Some friends can seem like both siblings and friends." Tender Heart smiled.

"Hmm... I guess..." Hazuki smiled bashfully. "He is my oldest friend. We've been friends since we were born since we were born in the same hospital."

"I can tell this Wilbur boy means a lot to you," Tender Heart insisted. "You'll have loads of other friends like him too when you get older with your cousins."

"Thanks, Tender Heart." Hazuki smiled as she hugged him.

"You're welcome, Hazuki," Tender Heart smiled back as he hugged her back. "You get some rest now."

"All right... Thank you so much..." Hazuki smiled before letting go as she felt good inside. "Good night."

"Good night, Hazuki." Tender Heart smiled back before leaving.

Hazuki smiled before yawning and stretching as she soon went to go back to sleep with everyone else in the room as they spent the night at their grandparents' house.

The End


End file.
